Common use of SENIOR LENDER FORCED CONVERSION Clause in Contracts

SENIOR LENDER FORCED CONVERSION. (a) Subject to early repayment of the Convertible Loan Notes in accordance with Condition 2 or conversion in accordance with Condition 3, if the Company is prohibited by the terms of any Senior Debt or pursuant to the terms of the Intercreditor Agreement (or any Additional Intercreditor Agreement) from repaying the Convertible Loan Notes in whole or in part upon the Maturity Date and the Company is not repaying such Senior Debt, obtaining a waiver or amendment from such Senior Lender or otherwise taking actions that would make a repayment permissible under the terms of such Senior Debt or pursuant to the terms of the Intercreditor Agreement (or any Additional Intercreditor Agreement) then the Company shall provide notice that it will not be able to repay the Convertible Loan Notes in cash on the Maturity Date to the relevant Noteholders at least 90 days prior to the Maturity Date (“Extension Notice Deadline”). In such an event, each Noteholder shall have the option to extend the maturity of their Convertible Loan Notes to a date which is 90 days after the maturity of any Senior Debt (“Extended Maturity Date”) by providing notice thereof to the Company by the date that is thirty days prior to the Maturity Date (the “Extension Deadline”) and, in the event that a Noteholder affirmatively exercises such option, the interest rate shall automatically increase to 8.5% from the Maturity Date and shall apply throughout the duration of the period to the Extended Maturity Date; provided that if a Noteholder does not elect to extend the terms of his, her or its Convertible Loan Note prior to the Extension Deadline, then in such instance the Company shall be able to force the conversion (“Senior Lender Forced Conversion”) of the principal amount of the Convertible Loan Notes held by such Noteholders that remain outstanding at the Senior Lender Forced Conversion Date into Common Shares at the Senior Lender Forced Conversion Price, provided that the Company has served all such Noteholders with a Senior Lender Forced Conversion Notice. Upon conversion, such Common Shares shall be subject to the rights and obligations set forth in the Articles of Association. Any accrued and unpaid interest on the Convertible Loan Notes shall be paid to the relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom) prior to the allotment and issue of the Common Shares referred to in this paragraph.

SENIOR LENDER FORCED CONVERSION. (a) Subject to early repayment of the Convertible Loan Notes in accordance with Condition 2 or conversion having been converted in accordance with Condition 3, if the Company is prohibited by the terms of any Senior Debt or pursuant to the terms of the Intercreditor Agreement (or any Additional Intercreditor Agreement) from repaying the Convertible Loan Notes in whole or in part upon the relevant Maturity Date and the Company is not repaying such Senior Debt, obtaining a waiver or amendment from such Senior Lender or otherwise taking actions that would make a repayment permissible under the terms of such Senior Debt or pursuant to the terms of the Intercreditor Agreement (or any Additional Intercreditor Agreement) then the Company shall provide notice that it will not be able to repay the Convertible Loan Notes in cash on the relevant Maturity Date to the relevant Noteholders at least 90 days prior to the relevant Maturity Date (“Extension Notice Deadline”). In such an event, each Noteholder shall have the option to extend the maturity of their Convertible Loan Notes to a date which is 90 91 days after the maturity of any Senior Debt Debt, being a date no later than 31 December 2024 (“Extended Maturity Date”) by providing notice thereof to the Company by the date that is thirty days prior to the relevant Maturity Date (the “Extension Deadline”) and, in the event that a Noteholder affirmatively exercises such option, the interest rate of 10.0% shall automatically increase continue to 8.5% apply from the relevant Maturity Date up to the Extended Maturity Date (the “Extended Period”) and shall be compounded annually from the date of issue of the Convertible Loan Note and shall apply throughout the duration of the period to (and including) the Extended Maturity Date. In such circumstances, the interest accruing on such Convertible Loan Notes shall be paid in cash annually on the anniversary of the issue of the relevant Convertible Loan Notes up to and including the Extended Maturity Date; provided that if a Noteholder does not elect to extend the terms of his, her or its Convertible Loan Note prior to the Extension Deadline, then in such instance the Company shall be able to force the conversion (“Senior Lender Forced Conversion”) of the principal amount of the Convertible Loan Notes held by such Noteholders that remain outstanding at the Senior Lender Forced Conversion Date into Common Shares at the Senior Lender Forced Conversion Price, provided that the Company has served all such Noteholders with a Senior Lender Forced Conversion Notice. Upon conversion, such Common Shares shall be subject to the rights and obligations set forth in the Articles of Association. Any accrued and unpaid interest on the Convertible Loan Notes shall be paid to the relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom) prior to the allotment and issue of the Common Shares referred to in this paragraph.