Breach of Trust. However, if due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] SIGNATURES SIGNED on behalf of [insert name of Lender]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Existing Shareholder's name]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SCHEDULE 1 COMPANY AND PARTY DETAILS Name: Issued shares and shareholders Name of Shareholder Number of Shares Share options and any other equity conversion rights: Directors: Encumbrances: Subsidiaries: Parties and Notice Details: Name Address for Notices and Fascimile Number SCHEDULE 2 LENDERS' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] SCHEDULE 3 FORM OF DRAWDOWN CERTIFICATE To: [ ] (the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of $[insert] of its Loan pursuant to the terms of the Convertible Loan Agreement dated [insert] (Agreement). Pursuant to the Agreement and in further consideration of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:
Appears in 2 contracts
Samples: Convertible Loan Agreement, Convertible Loan Agreement
Breach of Trust. However, if If due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] SIGNATURES SIGNED on behalf of [insert name of LenderInvestor]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Existing Shareholder's name]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SCHEDULE 1 COMPANY AND PARTY DETAILS Name: Issued shares and shareholders Name of Shareholder Number of Shares Share options and any other equity conversion rights: Directors: Encumbrances: Subsidiaries: Parties and Notice Details: Name Address for Notices Notices, Facsimile Number and Fascimile Number Email Address SCHEDULE 2 LENDERSCAPITALISATION TABLE SCIF subscription and shareholders' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] agreement xxxx up-2016-4SCIF subscription and shareholders' agreement xxxx up-2016-4.docx SCHEDULE 3 FORM OF DRAWDOWN CERTIFICATE To: [ ] (the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of $[insert] of its Loan pursuant to the terms of the Convertible Loan Agreement dated [insert] (Agreement). Pursuant to the Agreement and in further consideration of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:WARRANTIES
Appears in 1 contract
Samples: kindrik.co.nz
Breach of Trust. However, if If due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] . SIGNATURES SIGNED on behalf of [insert name of Lender]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by on behalf of [insert Existing Shareholder's namename of Investor]: [insert name] Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert name of Individual WarrantorFounder]: [insert name] SIGNED by [insert Full name of Individual Warrantor]: [insert name] SIGNED by [insert name Founder Signature of Individual Warrantor]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] Founder SCHEDULE 1 COMPANY AND PARTY DETAILS NameDETAILS; INVESTMENT AMOUNTS Company name: Issued shares and shareholders Name of Shareholder Number of Shares Share options and any other equity conversion rightsCompany street address for notices: DirectorsCompany email address for notices: EncumbrancesCurrent directors: Subsidiaries: Parties Issued Shares and Existing Shareholders: See the Capitalisation Table in Schedule 3 Investors and Notice Details: Name Address for Notices and Fascimile Number SCHEDULE 2 LENDERS' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] SCHEDULE 3 FORM OF DRAWDOWN CERTIFICATE To: [ ] (the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of INVESTOR NAMES SHARES INVESTOR INVESTMENT AMOUNT STREET ADDRESSES EMAIL ADDRESSES Total $[insert] of its Loan (Investment Amount) SCHEDULE 2 CONDITIONS The following conditions apply pursuant to clause 2.1. [Drafting note: insert additional conditions or delete the terms below conditions as appropriate] [The Investors in their sole discretion and judgement being satisfied with all aspects of the Convertible Loan Investors' due diligence review of the Company.] [All necessary corporate approvals of [each][the] Investor to enter into this agreement and the Shareholders’ Agreement.] [The Investors’ confirmation of the Business Plan for the Company's activities post-Completion.] [Agreement dated on Milestones which must be achieved for disbursement of post-Completion Date tranches of the Investment Amount.] [insertThe Company entering into subscription agreement(s) (on substantially the same terms as this agreement) so that the investors in the round are bound to invest a total investment amount which exceeds [insert minimum round size].] Entry into the Shareholders’ Agreement by all parties (Agreement)excluding the Investors) required to sign the Shareholders’ Agreement including all holders of securities which will convert to Shares in the Company on Completion. Pursuant The shareholders of the Company adopting of the Constitution. [Capitalisation of all outstanding loans [other than the loan(s) of $[insert amount] from [insert lender]] and that capitalisation resulting in the pre-investment capitalisation shown in the Capitalisation Table.] [Entry into employment or contractor agreements(s) with [each Founder][or insert names] on terms acceptable to the Agreement Investors (and which include suitable non-competition and non-solicitation covenants).] [The Investors being satisfied that all relevant officers, employees, consultants and contractors (including each Founder) assigning (in a form acceptable to the Investors) all Intellectual Property linked to the Business.] The Company providing evidence to the Investors that the Company has the authority from its shareholders and/or board (as applicable), or that the Company otherwise has irrevocable waivers from its existing shareholders, to issue the [Ordinary Shares][Preference Shares] to the Investors under this agreement. [The Company providing evidence to the Investors that any third party consents, waivers, or other authorisations required to issue the [Ordinary Shares][Preference Shares] to the Investors under this agreement have been obtained.] [Vesting terms being agreed and recorded with each Founder.] [Insert any other specific conditions precedent.] SCHEDULE 3 CAPITALISATION TABLE SCHEDULE 4 WARRANTIES INFORMATION DISCLOSED Schedules: The details set out in Schedule 1 are true and accurate. Information: All written factual information was at the time and in further consideration the context it was given to the Investor true and accurate in all material respects (and not misleading in its context, whether by omission or otherwise), excluding all forecasts, projections and forward looking information. All documents given to the Investor are true and complete copies of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:originals.
Appears in 1 contract
Samples: Template Subscription Agreement
Breach of Trust. However, if If due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] . SIGNATURES SIGNED on behalf of [insert name of Lender]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Existing Shareholder's namename(s) of Subsidiary/Subsidiaries] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Other Shareholders’ names]: [insert name] SIGNED by [insert name name(s) of Individual WarrantorFounder(s)]: [insert name] SIGNED by on behalf of [insert name(s) of Investor(s)]: Full name of Individual Warrantor]: [insert name] SIGNED by [insert director/authorised signatory Signature of director/authorised signatory Full name of Individual Warrantor]: [insert name] SIGNED by [insert name director/authorised signatory Signature of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] director/authorised signatory SCHEDULE 1 COMPANY AND PARTY DETAILS NameCompany and Subsidiary street address for notices: Issued shares Company and shareholders Name of Shareholder Number of Shares Share options and any other equity conversion rightsSubsidiary email address for notices: Directors: Encumbrances: Subsidiaries: Parties and Notice Details: Name Address for Notices and Fascimile Number SHAREHOLDERS INVESTOR / OTHER SHAREHOLDER STREET ADDRESSES EMAIL ADDRESSES SCHEDULE 2 LENDERS' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] CAPITALISATION TABLE SCHEDULE 3 CONSTITUTION SCHEDULE 4 FORM OF DRAWDOWN CERTIFICATE ToDEED OF ACCESSION DEED POLL DATED GIVEN BY: [ [name of new shareholder] (the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of $[insert] of its Loan pursuant to the terms of the Convertible Loan Agreement dated [insert] (AgreementIntending Shareholder). Pursuant to the Agreement and in further consideration of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:
Appears in 1 contract
Samples: Template Shareholders’ Agreement
Breach of Trust. However, if If due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] SIGNATURES SIGNED on behalf of [insert name of LenderInvestor]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Existing Shareholder's name]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SCHEDULE 1 COMPANY AND PARTY DETAILS Name: Issued shares and shareholders Name of Shareholder Number of Shares NAME OF SHAREHOLDER NUMBER OF SHARES Share options and any other equity conversion rights: Directors: Encumbrances: Subsidiaries: Parties and Notice Details: Name Address for Notices and Fascimile Number NAME ADDRESS FOR NOTICES, FACSIMILE NUMBER AND EMAIL ADDRESS SCHEDULE 2 LENDERS' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] CAPITALISATION TABLE SCHEDULE 3 FORM OF DRAWDOWN CERTIFICATE ToWARRANTIES INFORMATION DISCLOSED Schedules: [ ] (The details set out in schedule 1 are true and accurate. Information: All factual information was at the Lenders) From: [ ] (time and in the Company) [date] Notice is hereby context it was given that the Company wishes to drawdown the sum of $[insert] of its Loan pursuant to the terms Investors true and accurate in all material respects (and not misleading in its context, whether by omission or otherwise). All documents given to the Investors are true and complete copies of the Convertible Loan Agreement dated [insert] (Agreement). Pursuant to the Agreement and in further consideration of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:originals.
Appears in 1 contract
Breach of Trust. However, if If due to a breach of trust as a direct consequence of dishonesty by the Independent Trustee, any party claiming under or in connection with this agreement is unable to recover from the assets for the time being of that trust all or any moneys properly payable to that party, then that party may seek to recover those moneys from the personal assets of that Independent Trustee provided that in doing so, that party may only recover the amount (if any) by which the value of the relevant trust assets has been diminished due to the breach of trust.] SIGNATURES SIGNED on behalf of [insert name of LenderInvestor]: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED for and on behalf of NZVIF INVESTMENTS LIMITED by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [Company] by: Full name of director/authorised signatory Signature of director/authorised signatory Full name of director/authorised signatory Signature of director/authorised signatory SIGNED by [insert Existing Shareholder's name]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Individual Warrantor]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SIGNED by [insert name of Key Person]: [insert name] SCHEDULE 1 COMPANY AND PARTY DETAILS Name: Issued shares and shareholders Name of Shareholder Number of Shares Share options and any other equity conversion rights: Directors: Encumbrances: Subsidiaries: Parties and Notice Details: Name Address for Notices Notices, Facsimile Number and Fascimile Number Email Address SCHEDULE 2 LENDERSCAPITALISATION TABLE SCIF subscription and shareholders' PROPORTIONS Name of Lender Lender's Proportion (%) Maximum Loan Amount ($) [ ] agreement mark up-2016-4SCIF subscription and shareholders' agreement mark up-2016-4.docx SCHEDULE 3 FORM OF DRAWDOWN CERTIFICATE To: [ ] (the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of $[insert] of its Loan pursuant to the terms of the Convertible Loan Agreement dated [insert] (Agreement). Pursuant to the Agreement and in further consideration of the advance of the Drawdown the Company hereby warrants and represents to the Lenders that:WARRANTIES
Appears in 1 contract
Samples: kindrik.co.nz
