Common use of EVENTS OF DEFAULT Clause in Contracts

EVENTS OF DEFAULT. 7.1 Each of the events as described hereunder constitutes an Event of Default on the part of the Issuer: (i) the failure to pay any sum due under the Notes at the time, in the currency and in the manner required, which non-payment is not remedied within 30 (thirty) days after the due date thereof; (ii) a representation or warranty hereunder or repeated by the Issuer in or pursuant to these Terms and Conditions is incorrect or misleading in any material respect when made or repeated; (iii) the failure to duly perform any other obligation, including the covenants under Article 6, under or resulting from these Terms and Conditions, which non-performance, if capable of remedy, is not remedied within 7 (seven) days after the Investors’ relevant notice to the Issuer which notice shall at all times be given by Lendahand on behalf of the Investors; (iv) an attachment or execution affects any assets of the Issuer and is not discharged within 14 (fourteen) days; (v) the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed; (vi) the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed; (vii) the holders of the Notes exercise the Security Right and the Issuer does not provide the requested adequate security (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business of the Issuer, have not been obtained and/or are not or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) any material debt of the Issuer in an amount exceeding EUR100,000 (one hundred thousand Euros) is not paid when due nor within any originally applicable grace period, or any material debt of the Issuer in an amount exceeding EUR100,000 (one hundred thousand Euros) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an Event of Default (similar as described hereunder); or (x) any event or circumstance occurs that, in the opinion of the Issuer, might have, directly or indirectly, a Material Adverse Effect on the Issuer´s ability to perform any of its payment obligations under the Notes, which at all times is limited to a change of control situation of the Issuer or a disposal of assets in excess of EUR 100,000 (one hundred thousand Euros). 7.2 The Issuer shall, without any delay, inform the Investors, through Lendahand in its capacity of intermediary, in writing if an Event of Default has occurred or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.

EVENTS OF DEFAULT. 7.1 Each If any of the following events as described hereunder constitutes (each an “Event of Default on Default”) occurs and is continuing, the part Bondholder at its discretion may, give notice to the Issuer at its registered office that its Bonds are, and they shall accordingly immediately become due and repayable at their principal amount together with accrued interest (if any) to the date of the Issuerpayment: (ia) Non Payment: in case of breach of the failure obligations of the Issuer or the Guarantor to pay any sum principal or interest due under in respect of (any of) the Notes at the timeBonds, in the currency and in the manner required, which non-payment such breach is not remedied within 30 (thirty) a period of 7 days after in the due date thereof;case of payment of principal and 14 days in the case of payment of interest; or (iib) a representation No delivery of Ordinary Shares upon conversion: in case the Issuer or warranty hereunder or repeated the Guarantor fails to deliver the Ordinary Shares in accordance with the Conditions and in each case on the dates required by the Issuer in or pursuant to these Terms Conditions or, as the case may be, the Cash Alternative Amount, upon a Bondholder exercising its Conversion Right and Conditions is incorrect or misleading in any material respect when made or repeated; (iii) the failure to duly perform any other obligation, including the covenants under Article 6, under or resulting from these Terms and Conditions, which non-performance, if capable of remedy, such breach is not remedied within 7 days; or (sevenc) days after Breach of other obligations: if the Investors’ relevant Issuer or the Guarantor fails to perform or comply with one or more of its other obligations under these Conditions, provided that a Bondholder has given notice thereof to the Issuer which notice shall at all times be given by Lendahand on behalf or the Guarantor and such breach is not remedied within a period of the Investors;30 days thereafter; or (ivd) an attachment Cross-acceleration: (i) any other present or execution affects any assets of the Issuer and is not discharged within 14 (fourteen) days; (v) the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed; (vi) the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed; (vii) the holders of the Notes exercise the Security Right and the Issuer does not provide the requested adequate security (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business future indebtedness of the Issuer, have not been obtained and/or are not the Guarantor or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) any material debt of the Issuer Guarantor’s Material Subsidiaries for or in an amount exceeding EUR100,000 (one hundred thousand Euros) is not paid when due nor within any originally applicable grace period, respect of moneys borrowed or any material debt of the Issuer in an amount exceeding EUR100,000 (one hundred thousand Euros) is declared to be or otherwise raised becomes due and payable prior to its specified stated maturity by reason of any event of default (howsoever described), or (ii) any such indebtedness is not paid when due or if later, as the case may be, at the end of any applicable grace period, or (iii) the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided, in any instance, the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (e) have occurred and is continuing equals or exceeds €20,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate; or (e) Insolvency: if the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries becomes insolvent or bankrupt or is unable to pay its debts, stops, suspends or announces its intention to stop or suspend payment on any of its debts, or, by reason of actual or anticipated financial difficulties, the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries commences negotiations with one or more of its creditors with a result view to deferring, rescheduling or otherwise readjusting any indebtedness, or an insolvency administrator (including a curateur/curator and a mandataire de justice/gerechtsmandataris or médiateur d'entreprise/ ondernemingsbemiddelaar under the Belgian Law of an Event 31 January 2009 on the continuity of Default enterprises), or a liquidator of the Issuer or the Guarantor or any of the Guarantor’s Material Subsidiaries is appointed (or application for any such appointment is made) other than in the context of a solvent liquidation, or a moratorium is declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries, or any event occurs which under the laws of the jurisdiction of incorporation of the Issuer, the Guarantor or the Guarantor’s Materials Subsidiaries has a similar as described hereundereffect to any of the events set out in this paragraph (e); or (xf) Winding-up: if an order is made or any event corporate action is taken for the winding-up, dissolution, administration or circumstance occurs that, in the opinion reorganisation of the Issuer, might have, directly the Guarantor or indirectly, a Material Adverse Effect on the Issuer´s ability to perform any of the Guarantor’s Material Subsidiaries, or the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries ceases or threatens to cease to carry on all or substantially all of its payment obligations business or operations, or if a receiver, liquidator, administrator, administrative receiver, trustee or similar officer is appointed in respect of the Issuer, the Guarantor or any of the Guarantor’s Material Subsidiaries or of all or a substantial part of its revenues and assets, or any event occurs which under the Notes, which at all times is limited to a change of control situation laws of the Issuer jurisdiction of incorporation of the Issuer, the Guarantor or the Guarantor’s Material Subsidiaries has a disposal similar effect to any of assets the events set out in excess of EUR 100,000 this paragraph (one hundred thousand Eurosf). 7.2 The Issuer shall, without any delay, inform the Investors, through Lendahand in its capacity of intermediaryexcept, in writing if an Event each case, for the purpose of Default has occurred or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.(i) a solvent liquidation or

EVENTS OF DEFAULT. 7.1 Each of the events as described hereunder constitutes an Event of Default on the part of the Issuer: (i) i. the failure to pay any sum due under the Notes at the time, in the currency and in the manner required, which non-payment is not remedied within 30 (thirty) days after the due date thereof; (ii) a representation or warranty hereunder or repeated by the Issuer in or pursuant to these Terms and Conditions is incorrect or misleading in any material respect when made or repeated; (iii) . the failure to duly perform any other obligation, including the covenants under Article 6, under or resulting from these Terms and Conditions, which non-non- performance, if capable of remedy, is not remedied within 7 (seven) days after the Investors’ relevant notice to the Issuer which notice shall at all times be given by Lendahand on behalf of the Investors; (iv) . an attachment or execution affects any more than 35% (thirty five percent) of the assets of the Issuer and is not discharged within 14 (fourteen) days; (v) v. the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed; (vi) . the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed; (vii) . the holders of the Notes exercise the Security Right and the Issuer does not provide the requested adequate security (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) . all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business of the Issuer, have not been obtained and/or are not or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) . any material debt of the Issuer in an amount exceeding EUR100,000 EUR 2,500,000 (one hundred thousand two and a half million Euros) is not paid when due nor within any originally applicable grace period, or any material debt of the Issuer in an amount exceeding EUR100,000 EUR 2,500,000 (one hundred thousand two and a half million Euros) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an Event of Default (similar as described hereunder); or (x) x. any event or circumstance occurs that, in the opinion of the Issuer, might have, directly or indirectly, a Material Adverse Effect on the Issuer´s ability to perform any of its payment obligations under the Notes, which at all times is limited to a change of control situation of the Issuer or a disposal of assets in excess of EUR 100,000 (one hundred thousand Euros). 7.2 The Issuer shall, without any delay, inform the Investors, Investors through Lendahand in its capacity of intermediary, in writing if an Event of Default has occurred or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.

EVENTS OF DEFAULT. 7.1 Each If any of the following events (each an “Event of Default”) occurs, and is continuing the Trustee at its discretion may, and if so requested in writing by the holders of at least one- fifth in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer that the Bonds are, and they shall therefore immediately become, due and repayable at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price) together with accrued interest (as described hereunder constitutes provided in the Trust Deed), provided that, upon the occurrence of an Event of Default on pursuant to Conditions Schedule 1Part 110(f)-(g), the part Bonds shall, automatically and without further action or notice, immediately become due and repayable at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price) together with accrued interest (as provided in the Trust Deed). (a) Non-payment The Issuer or any of the Issuer: (i) the failure Guarantors fails to pay any sum principal or interest due under in respect of (any of) the Notes at the timeBonds, in the currency and in the manner required, which non-payment such breach is not remedied within 30 a period of five (thirty5) days after the Business Days in London and Brussels of its due date thereofdate; (iib) No delivery of Shares upon conversion The Issuer fails to deliver Shares in accordance with these Conditions and in each case on the dates required by these Conditions upon a representation or warranty hereunder or repeated by the Issuer in or pursuant to these Terms Bondholder exercising its Conversion Right and Conditions such breach is incorrect or misleading in any material respect when made or repeated;not remedied within seven (7) days. (iiic) Financial covenant Any requirement of paragraph Schedule 1Part 11 (Financial Covenant) of Schedule 1 (Undertakings) is not satisfied. (d) Breach of other obligations The Issuer or any of the failure to duly Guarantors does not perform or comply with any one or more of its other obligations (or any provision which would, but for the provisions of applicable law, be an obligation, including ) in the covenants under Article 6, under Bonds or resulting from these Terms and Conditions, the Trust Deed which non-performancedefault is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 7 fifteen (seven15) days after Business Days in London and Brussels of the Investors’ relevant earlier of (i) the Trustee giving notice to the Issuer which notice shall at all times be given by Lendahand on behalf of or the Investors; applicable Guarantor (ivand the Issuer) an attachment or execution affects any assets of the Issuer and is not discharged within 14 (fourteen) days; (vii) the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed;the applicable Guarantor (and the Issuer) becoming aware of the failure to comply. (vie) the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed;Cross-payment Default and Cross-acceleration (viii) the holders of the Notes exercise the Security Right and the Issuer does not provide the requested adequate security (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business Any Financial Indebtedness of the Issuer, have not been obtained and/or are not any Guarantor or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) any material debt member of the Issuer in an amount exceeding EUR100,000 (one hundred thousand Euros) Group is not paid when due and payable nor within any originally applicable grace period; or (ii) any Financial Indebtedness of the Issuer, any Guarantor or any material debt member of the Issuer in an amount exceeding EUR100,000 (one hundred thousand Euros) Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), provided that no Event of Default will occur under this Condition 10(e) if the aggregate amount of the Financial Indebtedness falling within paragraphs (similar as described hereunderi) to (ii) above is less than €5,000,000 (or its equivalent in any other currency or currencies); or. (f) Insolvency (i) the Issuer or any of the Guarantors (x) any event is unable or circumstance occurs that, in the opinion of the Issuer, might have, directly or indirectly, a Material Adverse Effect admits inability to pay its debts as they fall due; (y) suspends making payments on the Issuer´s ability to perform any of its payment obligations under the Notesdebts; or (z) by reason of actual or anticipated financial difficulties, which at all times commences negotiations with one or more of its creditors (other than any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness. (ii) a moratorium is limited to a change declared in respect of control situation any indebtedness of any of the Issuer or a disposal of assets in excess of EUR 100,000 (one hundred thousand Euros)and the Guarantors. 7.2 The (g) Insolvency Proceedings Any corporate action, legal proceedings or other formal procedure or formal step is taken in relation to: (i) the suspension of payments, insolvency, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Issuer shalland the Guarantors; (ii) a composition, without assignment or arrangement with any delaycreditor of any of the Issuer and the Guarantors; (iii) the appointment of a liquidator, inform receiver, administrator, provisional administrator, administrative receiver, compulsory manager or other similar officer in respect of any of the InvestorsIssuer and the Guarantors or any of its assets; (iv) enforcement of any Security over any material assets of any of the Issuer and the Guarantors; (v) a voluntary case or proceeding under the applicable US Bankruptcy Code in respect of any of the Issuer and the Guarantors; (vi) an involuntary case under the US Bankruptcy Code in respect of any of the Issuer and the Guarantors that an order of relief is entered in such case or is not dismissed or stayed within 60 days after commencement of the case; or or any analogous procedure or step is taken in any jurisdiction, through Lendahand in its capacity of intermediarysave for, in writing if an Event each case, any action, proceedings, procedures or steps which are (i) the result of Default has occurred a frivolous and vexatious petition and (ii) are discharged or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.dismissed within twenty

EVENTS OF DEFAULT. 7.1 Each of the events as described hereunder constitutes an Event of Default on the part of the Issuer: (i) the failure to pay any sum due under the Notes at the time, in the currency and in the manner required, which non-payment is not remedied within 30 (thirty) days after the due date thereof; (ii) a representation or warranty hereunder or repeated by the Issuer in or pursuant to these Terms and Conditions is incorrect or misleading in any material respect when made or repeated; (iii) the failure to duly perform any other obligation, including the covenants under Article 6, under or resulting from these Terms and Conditions, which non-performance, if capable of remedy, is not remedied within 7 (seven) days after the Investors’ relevant notice to the Issuer which notice shall at all times be given by Lendahand on behalf of the Investors; (iv) an attachment or execution affects any assets of the Issuer and is not discharged within 14 (fourteen) days; (v) the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed; (vi) the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed; (vii) the holders of the Notes exercise the Security Right Information Request and the Issuer does not provide the requested adequate security information (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business of the Issuer, have not been obtained and/or are not or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) any material debt of the Issuer in an amount exceeding EUR100,000 3% (one hundred thousand Eurosthree percent) of Total Equity is not paid when due nor within any originally applicable grace period, or any material debt of the Issuer in an amount exceeding EUR100,000 EUR 100,000 (one hundred thousand Euros) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an Event of Default (similar as described hereunder); or; (x) any event or circumstance occurs that, in the opinion of the Issuer, might have, directly or indirectly, a Material Adverse Effect on the Issuer´s ability to perform any of its payment obligations under the Notes, which at all times is limited to a change ; or (xi) any event of control situation of default under the Website Issuer or a disposal of assets in excess of EUR 100,000 (one hundred thousand Euros)Access Agreement concluded between Lendahand and the Issuer. 7.2 The Issuer shall, without any delay, inform the Investors, Investors through Lendahand in its capacity of intermediary, in writing if an Event of Default has occurred or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.

EVENTS OF DEFAULT. 7.1 Each of the events as described hereunder constitutes an Event of Default on the part of the Issuer: (i) the failure to pay any sum due under the Notes at the time, in the currency and in the manner required, which non-payment is not remedied within 30 (thirty) days after the due date thereof; (ii) a representation or warranty hereunder or repeated by the Issuer in or pursuant to these Terms and Conditions is incorrect or misleading in any material respect when made or repeated; (iii) the failure to duly perform any other obligation, including the covenants under Article 6, under or resulting from these Terms and Conditions, which non-performance, if capable of remedy, is not remedied within 7 (seven) days after the Investors’ relevant notice to the Issuer which notice shall at all times be given by Lendahand on behalf of the Investors; (iv) an attachment or execution affects any assets of the Issuer and is not discharged within 14 (fourteen) days; (v) the Issuer under its relevant jurisdiction is declared bankrupt or is granted a moratorium or a request for bankruptcy or moratorium is filed; (vi) the Issuer is dissolved, a resolution for its dissolution is passed or a request for its dissolution is filed; (vii) the holders of the Notes exercise the Security Right and the Issuer does not provide the requested adequate security (to be determined at the sole discretion of the holders of the Notes) within 15 (fifteen) days; (viii) all material authorizations, approvals, licenses and consents, required or desirable to enter into and perform the obligations under the Notes and carry on the business of the Issuer, have not been obtained and/or are not or no longer effected and are effective (which shall at all times exclude any registrations or filings); (ix) any material debt of the Issuer in an amount exceeding EUR100,000 EUR 100,000 (one hundred thousand Euros) is not paid when due nor within any originally applicable grace period, or any material debt of the Issuer in an amount exceeding EUR100,000 EUR 100,000 (one hundred thousand Euros) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an Event of Default (similar as described hereunder); or (x) any event or circumstance occurs that, in the opinion of the Issuer, might have, directly or indirectly, a Material Adverse Effect on the Issuer´s ability to perform any of its payment obligations under the Notes, which at all times is limited to a change of control situation of the Issuer or a disposal of assets in excess of EUR 100,000 (one hundred thousand Euros). 7.2 The Issuer shall, without any delay, inform the Investors, Investors through Lendahand in its capacity of intermediary, in writing if an Event of Default has occurred or is likely to occur. 7.3 If an Event of Default has occurred, all Notes still outstanding, together with accrued interest and all other amounts owing under the Notes, will immediately be due and payable without any notice of default or court intervention being required.