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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 20188/23

b)The Borrower is duly authorized to enter into and perform its obligations under or in connection with this Note Agreement and the promissory note attached as Annex 3 (the “Note”).


c)The obligations of the Borrower according to this Note Agreement and the Note are valid, binding and enforceable against the Borrower subject only to bankruptcy, insolvency, reorganization, and composition or similar laws affecting creditors’ rights in general.


d)The obligations of the Borrower according to this Note Agreement and the Note do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to the Company or its Articles of Association, or any agreement or commitment to which the Company is a party to or by which it is bound.


e)The Articles of Association filed with the register of commerce at the date of this Note Agreement are in full force and effect.


f)As of the date of this Note Agreement, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof (the “SEC Documents”), and will continue to do so until the date that is one year from the Closing Date (it being understood that the Company shall have no such obligation to file SEC Documents during such one year period if the Company ceases to be subject to the requirement to do so as a result of an acquisition of the Company by a third party that is approved by the Company’s shareholders under applicable law, other than an acquisition that would constitute a default under Section ‎8.1.h) hereof).


g)Neither the Company nor any subsidiary or affiliate, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Note or the Conversion Shares under the Securities Act of 1933, as amended (the “Act”) and assuming the accuracy of the representations and warranties of the Lender contained in Section ‎6.2 hereof, the issuance of the Note and the Conversion Shares are exempt from registration under the Act.


h)The Conversion Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights or other similar rights of stockholders of the Company.


i)The Company will reserve and maintain, at all times during which the Note is outstanding, a number of shares under its conditional share capital (or other immediately available share capital) equal to the maximum number of Conversion Shares issuable under the Note.


j)The Company owns or possesses licenses or sufficient rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks,



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