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.] 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] [ ] 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.] 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] [ ] 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 SCIF subscription and in further consideration of the advance of the Drawdown the Company hereby warrants shareholders' agreement xxxx up-2016-4SCIF subscription and represents to the Lenders that:shareholders' agreement xxxx up-2016-4.docx
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.] 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]Founder Signature of Founder Issued Shares and Existing Shareholders: [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] [ ] To: [ ] (See the Lenders) From: [ ] (the Company) [date] Notice is hereby given that the Company wishes to drawdown the sum of Capitalisation Table in Schedule 3 Total $[insert] of its Loan (Investment Amount) The following conditions apply pursuant to the terms clause 2.1. [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.] 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: 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.] 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] [ ] ToINFORMATION 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
