Equity Offering Repayment Clause Samples

Equity Offering Repayment. Following the Merger Date, from and after such time that the Company, Canada Holdco or any of their respective Affiliates issue equity securities (including without limitation preferred stock, convertible preferred stock and private investments in public equity (PIPEs) (collectively, “Equity Securities”) directly or indirectly, for cash or cash equivalents in excess of USD$25,000,000 (net of reasonable cash fees, including reasonable accounting, advisory and legal fees, commissions and other out-of-pocket cash expenses, in each case, directly related to or incurred in connection with such issuance) in aggregate (inclusive of net cash retained on the Merger Date), in the event that the Company, Canada Holdco or any of their respective Affiliates proposes to issue Equity Securities directly or indirectly, for cash or cash equivalents (an “Equity Financing”), other than the issue of Equity Securities pursuant to an Exempt Issuance and other than the issue of Equity Securities as part of the Transactions (as such term is defined in the Business Combination Agreement): 5.4.1 The Company shall deliver a notice to the Lender in writing as soon as practicably possible (and if a public announcement of an Equity Issuance is required, immediately before such announcement), but in any event at least five Business Days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”), specifying: (A) the total number of Equity Securities which are proposed to be issued; (B) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be issued; (C) the consideration for which the Equity Securities are proposed to be issued; and (D) the proposed closing date of the Equity Financing. 5.4.2 Subject to compliance with Applicable Law and receipt of all required regulatory approvals, the Lender shall have the right, at its option, to convert the Obligations, in whole or in part, into subscriptions for the purchase of up to the Lender’s Rateable Share of 25% of such number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice for and on the same terms and conditions (taking account for the exchange of the Obligations instead of a cash or cash equivalent payment), as offered to the other potential investors under the Equity Financing all as set forth in the Equity Financing Notice; provided that, if any accrued and unpaid interest owing at the date of such convers...