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SEC Filings

20-F
AC IMMUNE SA filed this Form 20-F on 03/21/2019
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Convertible Note Agreement | AC Immune SA, 11 December 201813/23

liquidation, dissolution or other similar relief under any present or future statute, law or regulation;

 

h)a Fundamental Transaction occurs following which the shares that the Loan would convert into would not be unrestricted and freely tradable on a major U.S. public securities exchange; or

 

i)the Company fails to convert the Loan in accordance with Section ‎5 of this Note Agreement.

 

8.2.Additional Default Interest Rate

 

Upon the occurrence, and during the continuation of an Event of Default, the Loan shall bear, in addition to the base interest pursuant to Section ‎3.1., default interest at a rate of 3% (three percent) per annum, calculated pro rata based on the 365/365 accrual method as set out in Section ‎3.

 

8.3.Declaration of Repayment

 

Upon an Event of Default, the Lender may declare the Outstanding Loan to be immediately due and payable in cash, and exercise any and all rights and remedies available to the Lender under applicable laws.

 

9.Limitations on Exercise

 

9.1.Limitation

 

Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Lender upon any Conversion of the Note shall be limited to the extent necessary to ensure that, following such Conversion, the total number of Shares then beneficially owned by the Lender and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the Lender’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of then issued and outstanding Shares (including for such purpose the Shares issuable upon such Conversion). To the extent that the limitation contained in this Section ‎9.1 applies, the determination of whether the Note is convertible and what portion of the Note is convertible shall be in the reasonable discretion of the Lender. For purposes of this Section ‎9.1, in determining the number of outstanding Shares, the Lender may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Form 20-F, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of Shares outstanding. Upon the written request of the Lender, the Company shall within five (5) Business Days confirm in writing to the Lender the number of Shares then outstanding. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Lender may terminate the provisions of this Section ‎9.1 or waive the provisions of this Section ‎9.1 to change the beneficial ownership limitation to such percentage of the number of Shares outstanding immediately

 

 


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