Common use of Abeyance Clause in Contracts

Abeyance. Subject to delivery of the Board Certificate described in the next two sentences and the requirements of Section 5.11, in the event that (a) the Board of Directors and the Shareholders of the Company shall have authorized the terms and conditions of the Preference Shares in compliance with the Act and offered to issue the Preference Shares to the Lender, (b) the Lender does not make a Subscription Election to acquire Preference Shares during the Subscription Period, and (c) the Company does not make an Accelerated Repayment Election to repay the Convertible Loan during the Accelerated Repayment Period, then, for so long thereafter as the Company maintains a Ratio of at least 3:1, the negative covenants and agreements of the Company set forth in Sections 6.1 to 6.13 and the affirmative covenants and agreements of the Company set forth in Sections 5.7 (Observer) and 5.10 (Milestones) shall be non-binding on the Company. On the last day of the Accelerated Repayment Period the Company shall deliver to the Lender a certificate of the Board of Directors of the Company (i) setting forth the Company’s calculation of the Ratio on an un-audited basis as of such date, and (ii) representing and warranting that such directors believe after reasonable investigation and review that the calculation of the Ratio set forth in the certificate is true and correct in all material respects (a “Board Certificate”). Thereafter, the Company shall, in conjunction with the preparation of each set of audited accounts of the Company after delivery of the initial Board Certificate (whether monthly, quarterly or annual and regardless of the reason for the Company’s preparation thereof (e.g., pursuant to the Act, securities laws or applicable stock exchange regulation)) deliver to the Lender on each date of release of such audited accounts a Board Certificate in the form described in the preceding sentence (except that the calculation of the Ratio shall be audited in all Board Certificates except for the initial Board Certificate), with such Board Certificate and the Ratio contained therein taking the place of the preceding Board Certificate and Ratio for purposes of this Section 6.14 thereafter. In the event the Company ceases to maintain a 3:1 Ratio as demonstrated by the most recent Board Certificate, then the provision of Sections 6.1 to 6.13 and Sections 5.7 and 5.10 shall again be binding on the Company.