NOTE ISSUE Sample Clauses

NOTE ISSUE. Within six (6) months after the Closing Date, the Company will refinance (the "REQUIRED NOTE REFINANCING") the outstanding amounts under the Note Issue existing on the Closing Date, provided that (i) the principal amount of the Required Note Refinancing shall not exceed $200,000,000.00, (ii) such Required Note Refinancing shall not provide for any rights to obtain collateral security except on a pari passu basis with the Agent and the Banks hereunder (and to the extent that, on the effective date of such Required Note Refinancing, the Lien Creation Date has occurred and the Lien Release Date has not subsequently occurred (so that the Pledge Agreement is then effective) the trustee under the Required Note Refinancing on behalf of the noteholders shall, on or before such effective date, enter into the Collateral Sharing Agreement with the Agent in a form acceptable to the Agent and the Agent is hereby authorized to negotiate, make appropriate revisions to (in its discretion) and enter into such Collateral Sharing Agreement on behalf of the Banks), (iii) the warranties and covenants contained in the agreements governing such Required Note Refinancing shall not be more restrictive than those contained in this Agreement, and (iv) the maturity date of such Required Note Refinancing shall not be earlier than 6 months following the Expiration Date.

NOTE ISSUE. 2.1 The Issuer seeks to obtain the relevant (back-filled) funding for the Project, by issuing the Notes pursuant to these Terms and Conditions (the “Issuance”), the terms of which are attached hereto in Annex I. 2.2 Lendahand has a license from the AFM (Autoriteit Financiële Markten) to execute orders and to place financial instruments. Lendahand will place the Project on its website, ultimately allowing Investors to invest in the Notes. 2.3 The Issuer issues the Notes in accordance with these Terms and Conditions. The Investors are assumed to have taken note of and are bound by these Terms and Conditions. 2.4 The total amount of the offer and issue of the Notes is as stated in ▇▇▇▇▇ ▇. 2.5 Each Note has a denomination of EUR 50. 2.6 The Issuer may, at its sole discretion redeem (part of) the Notes earlier by early repayment(s) in accordance with Article 4. 2.7 The Notes will be solely offered in countries of the EEA, where the offer is made in accordance with the laws of such EEA country and Lendahand is authorised to execute orders made from potential Investors in such EEA country. The Notes cannot and will not be offered in any country outside of the EEA and may not be sold or resold to Investors who are resident or citizens of other countries, such as the United States of America as set forth in ▇▇▇▇▇ ▇▇. 2.8 The Notes will be held in accordance with the Giro Act where Lendahand acts as intermediary (intermediair) under the Giro Act. Lendahand is the holder of the collective depot (verzameldepot) of the Notes and the Issuer will treat Lendahand as the recordholder of the Notes. 2.9 In case of a sale of Notes from one Investor to another Investor, taking into account restrictions on sales, if any, the Notes will be delivered in accordance with the Giro Act and in accordance with the terms and conditions of Lendahand for the Investors. 2.10 Notes do not give right to ownership, voting rights or meeting rights. 2.11 The terms and conditions of Lendahand for Investors contain provisions on the Notes. In case of a discrepancy between such terms and conditions and these Terms and Conditions, these Terms and Conditions will prevail insofar it concerns the Issuer and/or the Notes.

NOTE ISSUE. As of September 30, 2018, the Company issued 66 notes convertible into shares (OCA) to Yorkville for an overall nominal value of €6.6 million (see Note 9.3.4.1). 10 OCA have been converted, i.e.56 OCA remain to be converted as at September 30, 2018. Notes convertible into shares (OCA) do not carry interest and shall be redeemed at par value. However, in the event of default, each OCA in force will carry interest equal to 15% per annum (redeemed in cash as of the occurrence of any default until the date (i) the default is remedied or (ii) the OCA concerned is redeemed or converted). In addition, the Company has the option, at any time and in its sole discretion, to redeem in cash up to 50% of the notes not yet converted into shares upon the exercise of this call option, for a price equal to 110% of the nominal value of the said notes. In accordance with IAS 32, notes convertible into shares (OCA) are financial instruments measured at fair value through the statement of operations. At the time of issue, notes convertible into shares (OCA) are recognized at nominal (par) value. They are subscribed at 98% of par. The remaining 2% is recognized under other financial expenses. At each conversion, the difference between the carrying amount of the notes convertible into shares (OCA) and their fair value, calculated using the average volume-weighted TxCell S.A. share price for the last ten trading days prior to the conversion, is recognized under other financial expenses. Notes convertible into shares (OCA) not converted at closing are revalued at fair value through the statement of equity under other financial expenses, using the average volume-weighted TxCell S.A. share price for the last ten trading days prior to year-end. This is a level 2 measurement (see Note 7.1). For the OCA redeemable at the request of the Company, i.e. 50% of unconverted OCA at closing, the fair value is capped at the amount at which it could be repaid, i.e. 110% of their nominal value. As of September 30, 2018, the financial expenses recorded for OCA amounted to €624 thousand. These financial expenses result from IFRS accounting treatments that have no impact on the Company's cash position. Share warrants (BSA) are recognized as zero, as the fair value of these instruments cannot be reliably measured given the very many criteria to be taken into account and their uncertainty. Note 10.4 : RTC pre-financing During the first half of 2018, the Company obtained an additional pre-financing for...