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SEC Filings

AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document

Convertible Note Agreement | AC Immune SA, 11 December 20187/23

a)If, at any time while the Note is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another person pursuant to which the Shares are effectively converted and exchanged, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions pursuant to which the Shares are effectively converted and exchanged, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which at least a majority of the outstanding Shares are tendered and exchanged for other securities, cash or property or (iv) the Company effects any reclassification of the Shares or any compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then prior to any subsequent conversion of the Note, the Lender shall be entitled to require the surviving entity to issue to the Lender an instrument identical to the Note (with an appropriate adjustment to the Conversion Price) such that the Lender may receive stock (or a beneficial interest in stock) of the surviving company’s stock. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (a) and insuring that the Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


b)If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Shares, including without limitation any granting of rights or warrants to subscribe for or purchase any shares of the Company or any subsidiary, (ii) authorizes and publicly approves, or enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) publicly authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Lender a notice describing the material terms and conditions of such transaction prior to the applicable record or effective date (with sufficient time to enable conversion of the Loan prior to such record or effective date) on which a person would need to hold Shares in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Lender is given the opportunity to convert this Loan prior to such time so as to participate in or vote with respect to such transaction.


6.Representations, Warranties and Covenants


6.1.Representations and Warranties by the Borrower


The Borrower represents, warrants and covenants, as applicable, the following to the Lender:


a)The Borrower is a Swiss stock corporation duly incorporated and validly existing under the laws of Switzerland, with the power and authority (corporate and other) to own its properties and conduct its business in the ordinary course.



© AC Immune 2015