Convertible Loan Clause Samples
A Convertible Loan clause defines the terms under which a loan provided to a company can be converted into equity, typically shares, at a later date or upon the occurrence of specific events such as a future financing round. This clause outlines the conversion mechanism, including the conversion rate, any applicable discounts, and the triggering events that allow or require conversion. Its core practical function is to provide flexibility for both the lender and the company, enabling the lender to potentially benefit from the company's future growth while offering the company a way to raise funds without immediate equity dilution.
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Convertible Loan. (a) The Investor hereby agrees to lend to Kaixin US$1,000,000 (One Million United States Dollars) (the “Convertible Loan”) on the Closing Date and on the Closing Date will transfer such amount to the following bank account of Kaixin (the “Bank Account”): Beneficiary Name: Kaixin Auto Group Beneficiary Account number: 8003098327 Bank Routing Number (domestic wires): 3▇▇▇▇▇▇▇▇ Bank Swift Code (international wires): E▇▇▇▇▇▇▇▇▇▇ Bank Name: East West Bank Bank Address: 1▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Suite 600, Pasadena, CA 91101 Kaixin shall issue to the Investor a signed acknowledgment of receipt of the Convertible Loan within five (5) Business Days of the Closing Date.
(b) The term of the Convertible Loan shall be from the Closing Date to the earlier of (i) in the event that the Business Combination has not been consummated prior thereto, May 31, 2019 or (ii) the termination of the Business Combination (the “Maturity Date”). Upon the Maturity Date, Kaixin shall immediately repay the entire outstanding Principal Amount of the Convertible Loan plus any unpaid Interest accrued (if any). The term of the Convertible Loan may be extended by the Investor by delivering a written notice to Kaixin before the Maturity Date (such date, the “Extended Maturity Date”). The Convertible Loan shall bear an annual interest rate on the Principal Amount outstanding in accordance with the loan interest rate stipulated by the Peoples Bank of China for the corresponding period accruing from the Closing Date (the “Interest”); provided that, in the event the conversion is consummated before the Maturity Date or the Extended Maturity Date, as the case may be, any accrued interest will be waived and will not be payable. In the event that Kaixin fails to repay outstanding amounts under the Convertible Loan on the Maturity Date or the Extended Maturity Date, as applicable, the Principal Amount outstanding under the Convertible Loan shall bear default interest, in additional to the Interest, calculated after the Maturity Date or the Extended Maturity Date, at the simple interest rate of twenty percent (20%) per annum, up to the date the Principal Amount of the Convertible Loan and all accrued but unpaid Interest are fully repaid.
(c) Subject to sub-paragraph (d) below and unless the Convertible Loan has otherwise been converted into the CM Seven Star Share Amount pursuant to Clause 4 hereof, Kaixin shall not prepay any part of the Convertible Loan without the prior written consent of the Investor....
Convertible Loan. 1.1 Each of the Investors agrees to lend to the Company the amount set forth opposite its name in Exhibit A hereto (the “Investment Amount”), for an aggregate amount of $1,250,000 hereunder (the “Loan”), subject to the terms and conditions of this Agreement.
1.2 Each of the Investors will transfer its respective Investment Amount to the Company, in accordance with the wire transfer instructions provided in writing by the Company to the Investors, on the first business day following the approval of this Agreement by the Company’s Board of Directors (the “Closing”). At the Closing, the Company will deliver to each of the Investors a Note substantially as set forth in Exhibit B.
1.3 The Loan will bear interest at a rate of 7% per year. The accrued interest will be payable June 30th and December 31st each year. The accrued interest will be payable upon repayment of the Loan.
1.4 Subject to Section 2 below, the Loan and accrued interest will be repaid on or prior to December 31, 2010 (the “Due Date”). Without derogating from the provisions of Section 2 below, in the event that the Investment Amount and accrued interest shall not be repaid by the Company by the Due Date and the Investor has not converted the Investment Amount pursuant to Section 2 below the Investor’s sole remedy for such non payment shall be the payment of additional interest at a rate of 1% per month.
1.5 As security for the repayment of the Loan and accrued interest when due, the Company hereby grants the Investors a security interest in the intellectual property owned by the Company. The security interest in the Company’s intellectual property shall terminate upon either (a) the Company’s complete repayment of the Loan and accrued interest, or (b) conversion of the aggregate Investment Amount into the Restricted Shares.
Convertible Loan. Upon execution of this Agreement, Kensington shall advance to Wikifamilies $75,000 (the “Convertible Loan ”) for the purposes of facilitating Wikifamilies's payment of its operating costs and expenses between the date hereof and the Closing Date. The Convertible Loan shall be evidenced by a Convertible Promissory Note substantially in the form set forth in Exhibit B (the “Convertible Note”). Wikifamilies may use the Convertible Loan solely to pay working capital expenses in the ordinary course of business and in compliance with the other covenants set forth in this Article V. Other than as set forth herein, Kensington has no obligation or commitment to provide any loans, advances, or other financing to Wikifamilies prior to the Closing.
Convertible Loan. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, ▇▇▇▇▇▇ agrees to make to Borrower, in Dollars, a convertible loan (the “Convertible Loan”) in a principal amount of $1,500,000, as the same may be increased from time to time in accordance with Section 2.6. 1 Assumes 2-19-2021 closing.
(b) Upon satisfaction of the conditions set forth in Section 4.1, Lender shall make available the proceeds of the Convertible Loan to Borrower by wire transfer of such funds in accordance with wiring instructions provided by Borrower prior to the Closing.
Convertible Loan. 2.1 Subject to the terms and conditions of this Agreement, the Lender shall lend to the Borrower, the Convertible Loan.
2.2 Subject to the terms and conditions of this Agreement, the Convertible Loan shall be for an initial term of two (2) years commencing from the First Disbursement Date (the “Initial Term”) and the Lender shall have the option, in its sole and absolute discretion, by prior written notice (“Renewal Notice”) to the Borrower:
(a) elect to extend the Initial Term for a further one (1) year period commencing from the immediately succeeding date after the expiry of the Initial Term (the “Extended Term”); and
(b) elect to extend the Extended Term for such further extended period as may be specified in the Renewal Notice, commencing from the immediately succeeding date after the expiry of the Extended Term (“Further Extended Term”), PROVIDED THAT in the event of an extension of the Extended Term, the Lender shall enter into a deed of release with CCK to release CCK from his obligations under the Personal Guarantee.
Convertible Loan. The Lender shall loan to the Borrower the sum of $150,000 (the “Loan”), the proceeds of which shall be used to fund the to fund the acquisition of a license and development of a retail cannabis outlet by the Borrower’s wholly-owned subsidiary, Natural Recreation (“Natural Recreation”), in Kitimat, BC, Canada. The loan shall have a term of nine (9) months from December 11, 2018 (“Maturity Date”) and shall bear interest at a rate of five percent (5%) per annum. All principal and accrued interest shall be payable at the Maturity Date. At the Maturity Date, the Lender may, at it’s sole option, convert the Loan into an equity interest in Natural Recreation in accordance with the terms of Section 2, below, or the Parties will undertake to negotiate in good faith to convert the loan to a term loan to be repaid on a schedule mutually agreed by the Parties. There is no penalty for the early payment of the Loan.
Convertible Loan. The Banks agree, upon the terms and subject to the conditions hereinafter set forth, severally in accordance with their respective Percentage Interests and Commitments to make revolver loans and issue Letters of Credit from time to time on or after the Closing Date to the Borrowers jointly, the unpaid principal balance of which revolver loans is automatically convertible to a seventy-two (72) month term loan on the Conversion Date ("Convertible Loan") in an amount equal to the lesser of the unpaid principal balance of the Convertible Note on the Conversion Date (including without limitation, draws on Letters of Credit issued hereunder or on the Letter of Credit Note), or the Collateral Borrowing Base as defined in Section 3.1 hereof, proceeds of which Convertible Loan advances shall be requested only for the limited purposes hereinafter described. Each Convertible Loan requested by the Borrowers from the Banks from the Closing Date until the Conversion Date shall (i) be requested in writing by Middle Bay (as agent on behalf of all of the Borrowers) pursuant to a Convertible Loan Advance Request, the form of which is annexed hereto as Exhibit A, no later than 12:00 noon (applicable current time in Tulsa, Oklahoma) on the date upon which the advance is to be made, (ii) be in the amount of $10,000.00 or an integral multiple thereof (unless the amount then available to borrow is less than $10,000.00, in which event an advance may be made in the amount available); (iii) not cause the aggregate outstanding and unpaid principal amount of the Convertible Note to exceed the Collateral Borrowing Base; and (iv) be advanced by the Banks on the applicable date, provided the request is timely made in accordance with Section 2.1(i) hereof and all other conditions of funding are met. All advances made by the Banks shall, for mutual convenience, be deposited to Borrowers' general deposit account No. 207928428 with the Administrative Agent (the "General Account"). The Banks shall have no responsibility to monitor the distribution of such advances in any other respect. The Borrowers may reborrow subject to the limitations and conditions for the Convertible Loan contained herein. All advances made by the Banks on the Convertible Note (including the payment of drafts drawn on Letters of Credit) and all payments or prepayments of principal and interest thereon made by the Borrowers shall be recorded by the Administrative Agent in its records, and the aggregate unpaid principal ...
Convertible Loan. Subject to the terms and conditions of this Agreement, and based and relying upon the representations, warranties and covenants of Curis set forth herein, Taseko agrees that it shall advance the Principal Amount of the Convertible Loan to Curis as follows:
(a) $1,000,000 to be advanced on October 15, 2014 (the “First Tranche”); and
(b) $1,000,000 to be advanced on November 14, 2014 (the “Second Tranche”). Curis shall use the proceeds of the Convertible Loan for the purpose of financing the development of the Project in accordance with the most recent internal budget of Curis as identified in Appendix A of the Curis Disclosure Letter (as defined in the Arrangement Agreement).
Convertible Loan. Subject to and upon the terms and conditions hereof, the US Series D Investor agrees to provide the Company with such amount of loan set forth opposite its name under the heading “Convertible Loan” (the “Convertible Loan”) in Schedule A-2 attached hereto, at the CB Closing (as defined in Section 2.3(a)).
Convertible Loan. During the Conversion Period, all or any portion of the Commitment, whether or not outstanding, may be converted into a convertible loan at the discretion of the Lender subject to the Conversion Provisions, on the terms and conditions applicable to a convertible loan set forth herein, without any further action or the delivery of any instrument, effective on and as of the Conversion Date. During the Conversion Period, any portion of the Commitment advanced as a Loan shall be advanced as a convertible loan and the Loan will be convertible into Shares in accordance with the Conversion Provisions.