Common use of CONVERSION ELECTION NOTICE Clause in Contracts

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16, 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCE, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ ] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue to: [ ] [ ] [ ] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ ] of [ ]. [ ] By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 $ 7,500,000.00 $ 7,500,000.00 $ 10,000,000.00 $ 35,000,000.00

Appears in 2 contracts

Samples: Loan and Security Agreement (Alto Neuroscience, Inc.), Loan and Security Agreement (Alto Neuroscience, Inc.)

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CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16April 1, 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCEONCORUS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue to: [ [______________] [ [______________] [ [______________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ [_______] of [ [_______]. [ [_______] By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ $20,000,000.00 $5,000,000.00 $15,000,000.00, which shall be decreased to $10,000,000.00 $ 7,500,000.00 $ 7,500,000.00 $ if Borrower requests and Lenders’ make the Second Tranche Term Loan $10,000,000.00 $ 35,000,000.00$45,000,000.00

Appears in 1 contract

Samples: Loan and Security Agreement (Oncorus, Inc.)

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16November 22, 2022 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCESURFACE ONCOLOGY, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the any other lenders lender from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue to: [ [______________] [ [______________] [ [______________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative The Company hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ ] Common Stock of [ ]SURFACE ONCOLOGY, INC. [ ] SURFACE ONCOLOGY, INC. By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 7,500,000 $ 7,500,000.00 10,000,000 $ 7,500,000.00 7,500,000 $ 10,000,000.00 $ 35,000,000.0025,000,000

Appears in 1 contract

Samples: Loan and Security Agreement (Surface Oncology, Inc.)

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16August 11, 2022 2023 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCE, MIND MEDICINE (MINDMED) INC., a Delaware corporation incorporated under the laws of the Province of British Columbia (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), and each other Person party thereto or any other Loan Documents as a guarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”) and collateral agent for the Lenders under the Canadian Security Documents (in such capacity, together with its successors, “Canadian Collateral Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent trustee for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue to: [ [______________] [ [______________] [ [______________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ [_______] of [ [_______]. [ ] By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 $ 7,500,000.00 $ 7,500,000.00 $ 10,000,000.00 $ 35,000,000.00:

Appears in 1 contract

Samples: Loan and Security Agreement (Mind Medicine (MindMed) Inc.)

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Guaranty Agreement, dated December 16May 22, 2022 2020 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCE, VARIATION BIOTECHNOLOGIES INC., a Delaware Canadian federal corporation (“Borrower Representative”), and each VBI VACCINES INC., a British Columbia corporation (“Parent”), certain other Person party parties thereto as a borrower borrowers or guarantors from time to time (collectively, “Borrowers”, and each, a “Borrower”)time, K2 HEALTHVENTURES LLC as a lender, and the any other lenders lender from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender Designated Holder hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion SharesShares at the Conversion Price. Please Parent is hereby requested to issue the Conversion Shares in the following name and to the following address: Issue to: [ ] [ ] [ [______________] [LENDER______________] [______________] [DESIGNATED HOLDER] By: __________________________________________ Title: __________________________________________ Dated: __________________________________________ DTC Participant Number and Name (if electronic book entry transfer): _______________ Account Number (if electronic book entry transfer): Borrower Representative ____________________________ Parent hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of [NUMBER] shares of [ ] Common Stock of [ ]VBI Vaccines Inc. VBI VACCINES INC. [ ] By: __________________________________________ Name: __________________________________________ Title: ] __________________________________________ LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 COMMITMENT[2] TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 20,000,000 PART I: $5,000,000 PART II: $5,000,000 TOTAL: $10,000,000 (“Second Tranche Maximum Amount”) $ 7,500,000.00 10,000,000 $ 7,500,000.00 10,000,000 $ 10,000,000.00 $ 35,000,000.0050,000,000 2 Subject to investment committee approval

Appears in 1 contract

Samples: Loan and Guaranty Agreement (VBI Vaccines Inc/Bc)

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CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16January 4, 2022 2023 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCE89BIO, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC 89BIO MANAGEMENT, INC., a Delaware corporation, 89BIO LTD, a limited company organized under the laws of Israel, and each other Person party hereto or any other Loan Documents as a lenderguarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), the other lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”) and as collateral agent pursuant to the ISR Collateral Documents and with respect to the Shares of ISR Guarantor (in such capacity, together with its successors, “ISR Collateral Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue toto the following Designated Holder: [ [______________] [ [______________] [ [______________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative Issuer hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ ] Common Stock of [ ]89bio, Inc. 89BIO, INC. [ ] By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 $ 7,500,000.00 $ 7,500,000.00 $ 10,000,000.00 $ 35,000,000.00:

Appears in 1 contract

Samples: Loan and Security Agreement (89bio, Inc.)

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16January 4, 2022 2023 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCE89BIO, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC 89BIO MANAGEMENT, INC., a Delaware corporation, 89BIO LTD, a limited company organized under the laws of Israel, and each other Person party hereto or any other Loan Documents as a lenderguarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), the other lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”) and as collateral agent pursuant to the ISR Collateral Documents and with respect to the Shares of ISR Guarantor (in such capacity, together with its successors, “ISR Collateral Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [_______________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue toto the following Designated Holder: [ [____________] [ [____________] [ [____________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Borrower Representative Issuer hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ ] Common Stock of [ ]89bio, Inc. 89BIO, INC. [ ] By: Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 $ 7,500,000.00 $ 7,500,000.00 $ 10,000,000.00 $ 35,000,000.00:

Appears in 1 contract

Samples: Loan and Security Agreement (89bio, Inc.)

CONVERSION ELECTION NOTICE. Reference is made to that certain Loan and Security Agreement, dated December 16July 28, 2022 2020 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ALTO NEUROSCIENCECXXXXX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), CXXXXX PHARMACEUTICALS HOLDINGS, INC., a Delaware corporation, and each other Person party hereto or any other Loan Documents as a guarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), K2 HEALTHVENTURES LLC as a lender, and the any other lenders lender from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”). Capitalized terms have meanings as defined in the Agreement. The undersigned Lender hereby elects to convert $[ [__________________] of the outstanding Term Loans into Conversion Shares. Please issue the Conversion Shares in the following name and to the following address: Issue to: [ [______________] [ [______________] [ [______________] [LENDER] By: Title: Dated: DTC Participant Number and Name (if electronic book entry transfer): ____________ Account Number (if electronic book entry transfer): Borrower Representative ___________________________ The Company hereby acknowledges this Conversion Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of [ ] Common Stock of [ ]. [ ] By: Cxxxxx Pharmaceuticals, Inc.. Cxxxxx Pharmaceuticals, Inc. Name: Title: ] LENDER FIRST TRANCHE TERM LOAN COMMITMENT SECOND TRANCHE TERM LOAN COMMITMENT THIRD TRANCHE TERM LOAN COMMITMENT FOURTH TRANCHE TERM LOAN COMMITMENT4 TOTAL COMMITMENTS K2 HEALTHVENTURES LLC $ 10,000,000.00 20,000,000 $ 7,500,000.00 20,000,000 $ 7,500,000.00 10,000,000 $ 10,000,000.00 $ 35,000,000.0050,000,000

Appears in 1 contract

Samples: Loan and Security Agreement (Corbus Pharmaceuticals Holdings, Inc.)

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