The Convertible Loan Sample Clauses

The Convertible Loan. (a) Subject to the terms and conditions of this Agreement, each of the Lenders, severally and not jointly, agrees to provide to the Borrower with a loan in the amount set forth opposite the name of such Lender in Schedule 1.1 hereto, amounting in the aggregate to a total of up to $550,000, which amount is comprised of $250,000, plus the balance available for borrowing by the Company under the Bridge Loan Agreement, which as of the date hereof is $300,000 (the “Principal Amount”). (b) The Principal Amount shall bear interest at the rate of 8% per annum (the “Interest”), starting from the Loan Date (as defined below) and until the conversion of the Loan Amount or the repayment thereof according to the provisions of Section 1.2 below. The Principal Amount, together with accrued Interest thereon, is referred to as the “Loan Amount”. To any Interest payment (including by way of conversion) there shall be added Value Added Tax (“VAT”) at the rate prescribed by the law. (c) The Principal Amount shall be paid to the Company concurrently with the SPA Closing (the “Loan Date”).

The Convertible Loan. 3.1 Willi-Food will, within 24 hours of the date of the execution of this Agreement, deposit NIS 65 million (hereinafter: “the Deposit Amount”) in the Escrow Account and the terms of the Trust Agreement shall apply to the Deposit Amount (hereinafter: “the Deposit Date”). 3.2 The Deposit Amount will be deemed to be a loan as from the Deposit Date (hereinafter: “the Convertible Loan”) and the terms thereof will be as hereinafter set forth. 3.3 The Convertible Loan is a ‘bullet’ loan (principal, capital, CPI-indexed differentials and interest) and will be advanced for a period of one year from the Deposit Date or for a period of six months from the Completion Date, whichever is the earlier (hereinafter: “the Original Due Date”). The Convertible Loan will be CPI-indexed and bear annual interest at the rate of 5% calculated as compound interest (CPI-indexed) as from the Deposit Date until the relevant Due Date. Should the Updated Arrangement Track not be approved by the Court or in the event of the conditions precedent for its entering into effect not having been fulfilled, the Convertible Loan will be repaid and returned to Willi-Food before the Original Due Date (hereinafter: “the Prepayment Date”) together with CPI-indexed linkage and interest pursuant to the terms of the Escrow Agreement, and the terms herein contained. 3.4 Willi-Food may extend the Original Due Date to a date not being later than three years after the Completion Date (hereinafter: “the Extended Due Date”) by prior written notice to Newco of at least 30 days before the Original Due Date. Willi-Food may demand repayment of the Convertible Loan (principal, CPI-indexation and interest) as from the Original Due Date by written notice delivered to Newco 60 days in advance (“the Actual Due Date”). 3.5 The principal of the Convertible Loan, the interest and the CPI-indexation differentials will be paid to Willi-Food on the Due Date or on the Prepayment Date (“bullet”) as appropriate. Notwithstanding the foregoing, in the event of the conversion of the Loan according to the provisions contained in clause 4 hereof, the Convertible Loan shall bear no interest whatsoever or any CPI-indexation differentials (the loan being in its face value), and Willi-Food shall not be entitled in respect thereof to any payment of any kind whatsoever. 3.6 Should the Convertible Loan not be repaid on the Due Date or on the Prepayment Date, and 14 days have elapsed from the Due Date or the Extended Date (“the Grace Peri...

The Convertible Loan. 2.1 In consideration of the obligations of the Company set out in this Agreement, the Investors agree to invest in the Company by way of an unsecured convertible loan pursuant to the terms and conditions of this Agreement (“Convertible Loan”), in such proportion as is set out against the name of each Investor in Schedule 1 (“Convertible Loan Amount”). The aggregate sum of the Convertible Loan Amount being invested by all Investors pursuant to this Agreement is S$6,050,000. 2.2 The Convertible Loan proceeds may be utilised by the Company for its working capital or other purposes approved by the Board. 2.3 The Investors agree and undertake that the Convertible Loan shall be available for Drawdown by the Company on the date of this Agreement. 2.4 The Convertible Loan shall be disbursed by the Investors to the Company in one lump sum on the Drawdown Date. 2.5 In the event the Conditions Precedent are not fulfilled or waived by the Company within six (6) months after the date of this Agreement (“Long-Stop Date”), the Company shall on Maturity Date, repay the Convertible Loan and make payment for the Interest to the Investors.

The Convertible Loan. (a) The Investor hereby agrees to lend to the Company US$7,000,000 (Seven Million Dollars) (the “Convertible Loan”), which will be deemed to be lent pursuant to the Fourth Amendment (“Fourth Amendment”), Section 3(a), “Upfront”, made and entered as of March 7, 2017 (“Effective Date”), by and between Investor and Company. The Company shall issue to the Investor a signed acknowledgment of receipt of the Convertible Loan, within five (5) Business Days as of the receipt thereof. (b) Investor may elect to convert the entire Convertible Loan to Company stock as follows: i. With the IPO – Investor may elect to convert the entire Convertible Loan to Company stock during the IPO upon advance written notice to Company of at least seven (7) calendar days before the IPO. ii. October 16, 2017 (Monday) – Investor may elect to convert the entire Convertible Loan to Company stock at the end of this trading day upon advance written notice to Company of at least seven (7) calendar days before October 16, 2017. iii. April 16, 2018 (Monday) – Investor may elect to convert the entire Convertible Loan to Company stock at the end of this trading day upon advance written notice to Athenex of at least seven (7) calendar days before April 16, 2018. iv. October 1, 2018 (Monday) (End of the convertible loan period) – This is the end of that mezzanine round of convertible debt. In the event that Investor does not make any of the elections under Section 2(b)(i., ii. or iii.), above, on October 1, 2018, Investor may elect either to convert the entire Convertible Loan to Company stock, or for Company to pay Investor USD seven (7) Million plus interest at ten percent (10%) per annum from the Effective Date to October 1, 2018. For all circumstances, the entire Convertible Loan will be converted once Investor elects the conversion date. Note that only on October 1, 2018 will cash be paid for the loan. (c) If, and only if, the Convertible Loan has not, prior to the Maturity Date, converted into Common Stock pursuant to Clause 2(b), above, and the Investor has elected to be paid in cash on the Maturity Date, then the Company undertakes to pay interest at the Interest Rate on the Convertible Loan from the Effective Date of this Convertible Loan Agreement until the Maturity Date of the Convertible Loan, or if an Event of Default (as defined below) shall occur before the Maturity Date and the Investor declares all the Total Outstanding Amount to be immediately due and payable, until the date of ...

The Convertible Loan. The Lender shall grant the Borrower, in the manner provided in this Agreement, the Convertible Loan of United States Dollars Eleven Million Only (US$11,000,000).

The Convertible Loan. (1) Subject to all terms set forth herein and for so long as no Event of Default exists, Lender agrees to loan to Borrower the principal amount of $1,000,000. (2) The obligation to repay the Convertible Loan shall be evidenced by a Secured Note in the form attached hereto as Exhibit “B” payable to the order of the Lender and maturing upon the earlier to occur of an Event of Default, a New Financing, a Liquidity Event, or the Maturity Date. The Secured Note is secured by, and Lender is entitled to the benefits of, the Loan Documents. (3) The principal amount of the Convertible Loan shall bear interest at the Interest Rate more specifically set forth in the Secured Note. Interest shall be paid to Lender on the amount of the Convertible Loan outstanding and shall be payable as more specifically set forth in such Note. All payments of principal and interest due under the Convertible Loan shall be paid by wire transfer to the account of Lender at ▇▇▇▇▇▇▇ State Bank & Trust in ▇▇▇▇▇▇▇, Wyoming. From and after the occurrence of an Event of Default, the principal amount of the Convertible Loan outstanding from time to time shall, subject to the provisions of the following subsection, bear interest at the Default Rate. (4) Each Obligor acknowledges and agrees that the provisions herein and in the Secured Note relating to the Default Rate represent a fair and reasonable estimate by Borrower and Lender of a fair average compensation for the loss that may be sustained by Lender due to the failure of Borrower to make timely payments with respect to the Obligations and for the cost and expenses that may be incurred by Lender by reason of the occurrence of an Event of Default, the parties recognizing that the damages caused by such extra administrative expenses and loss of the use of funds is impracticable or extremely difficult to ascertain or estimate. Interest at the Default Rate shall be paid without prejudice to the rights of Lender to collect any other amounts provided to be paid hereunder.