CONVERSION OR REPAYMENT OPTION Sample Clauses

CONVERSION OR REPAYMENT OPTION. 4.1 The Trust may, in its absolute discretion, serve a written demand on the Company requiring that the Company: 4.1.1 convert the full amount or part only of the Loan into fully paid new Ordinary Shares in the following circumstances: 4.1.1.1 at any time upon request by the Trust; or 4.1.1.2 in the case of a Sale, immediately prior to the completion of a Sale; or 4.1.1.3 in the case of a Listing, immediately prior to admission to trading of the shares in the Company on the Recognised Investment Exchange, 4.1.2 repay the full amount or part only of the Loan together with Accrued Interest in the following circumstances: 4.1.2.1 at any time after the third anniversary of the Effective Date in accordance with Clause 4.3; or 4.1.2.2 in the case of a Sale, immediately prior to the completion of a Sale; or 4.1.2.3 in the case of a Listing, immediately prior to admission to trading of the shares in the Company on the Recognised Investment Exchange, in each case in accordance with the terms of this Clause 4.1. 4.2 The Trust may not require the Company to repay the Loan and Accrued Interest pursuant to Clause 4.1.2 if, as a result of such repayment, the Company is reasonably likely to become insolvent provided that the Trust shall be permitted to either elect for repayment of the Loan to be made pursuant to Clause 4.1.1 or, without prejudice to the Trust’s right to demand repayment at a future time, to withdraw a demand for repayment under this Clause 4.1 if, following service of the demand by the Trust, it is determined in the reasonable opinion of the Board based on the most recent management accounts of the Company or other appropriate evidence that the Company is reasonably likely to become insolvent. For the purposes of this Clause the Company shall be considered to be insolvent if, following the repayment, it would be unable to pay its debts as they fall due. 4.3 Any written demand served by the Trust on the Company shall state the amount of the Loan and Accrued Interest that shall be repaid (the “Repayment Amount”) and shall specify that part of the Loan (if any) that shall be converted into Ordinary Shares (the “Conversion Amount”). For the avoidance of doubt the Trust may in its absolute discretion require the repayment of the Loan (and Accrued Interest) part in cash and part by the conversion into Ordinary Shares. Accrued Interest shall only be repayable in cash. 4.4 If the Trust decides to implement the option set out in Clause 4.1. 2.1 the Repayment Amo...