Financing/Capital Increase Sample Clauses

Financing/Capital Increase. 11.1 The Shareholders shall make the following initial capital contributions to the COMPANY: (a) Cadila shall contribute, by execution and delivery of, the Cadila License; and (b) Novavax shall contribute, by execution and delivery of, the Novavax Licenses. 11.2 Cadila shall pay an aggregate sum of Rs 400,000,000 over the first three years after the Effective Date (the “Cadila Commitment”) toward the subscription of debt of COMPANY that is subordinated to all other debt and liabilities of the COMPANY (the “Cadila Notes”). The Cadila Notes shall carry an interest of 1% per annum and shall be repayable upon the expiry of 50 years from the date of disbursement. Provided, however, interest on the Cadila Notes shall be payable to Cadila only at the time of repayment of Cadila Notes. It is further agreed that on liquidation of the COMPANY, Novavax shall be entitled to its Pro Rata Portion of the Cadila Notes received by Cadila so as to ensure that Cadila and Novavax receive the proceeds in the appropriate ratio. The timing and amount of payments towards meeting the Cadila Commitment shall be based on the achievement by the COMPANY of the Milestones approved under Section 7.2. If (a) a Milestone is met and Cadila does not make the payment triggered by achievement of the Milestone within fifteen (15) calendar days, (b) a Milestone is not met, no new Milestones are approved unanimously by the Board, the COMPANY does not have the capital to meet its operating or product development needs, and Cadila does not make any further payments toward meeting the Cadila Commitment, or (c) upon the third anniversary of the Effective Date the full Cadila Commitment has not been funded by Cadila, Novavax would have the right (but not the obligation and exercised or not in its sole discretion) to terminate this Agreement and the Ancillary Agreements pursuant to a written termination notice to Cadila (the “Termination Notice”); provided, however, that the parties shall remain liable for (i) any liabilities and obligations accrued as of the date of such termination, (ii) any obligations under Article 18 and (iii) liability for breach of any representations and warranties under this Agreement. Cadila, its subsidiary Satellite Overseas (Holdings) Limited (“▇▇▇▇”) and any other members of Cadila’s Group (collectively, the “Cadila Parties”) shall have the right (but not the obligation and exercised or not in such parties’ sole discretion), exercisable by written notice to Novavax (the “...