PROCEDURES ON CONVERSION. 1. On the Conversion Date, the Directors shall convert the principal amount of the Notes into such number of new fully paid Shares at the Conversion Price, subject to any adjustment as set out in paragraph 10 of Part 2 of this Schedule 3 and in accordance with the following provisions of paragraph 2 to paragraph 9 of Part 2 of this Schedule 3. 2. Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the redemption moneys payable to that Noteholder in subscribing for Shares on conversion of the Notes. 3. Shares arising on conversion of the Notes shall be issued and allotted by the Company on the Conversion Date and the certificates for such Shares shall be despatched to the persons entitled to them at their own risk. Each Share arising on conversion shall be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and the Conversion Price. 4. The Shares arising on conversion of the Notes shall be credited as fully paid and rank pari passu with Shares of the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions declared after the Conversion Date. 5. The entitlement of each Noteholder to a fraction of a Share shall be rounded to the nearest whole number of Shares which result from the conversion of the Notes. 6. Provided that on the Conversion Date, the Shares are traded on AIM, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, apply to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided that on the Conversion Date, the Company is participating in CREST or another electronic or book-entry delivery system in respect of the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicable). 8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9. The Company undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys or issue of warrants in respect of the redemption of the Notes or the issue of the Shares on conversion of the Notes, each in accordance with the provisions of this instrument): (a) notify each Noteholder in writing as soon as reasonably practicable after the relevant board or general meeting of shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date of the Adjustment Event or dividend and the proposed terms of it; (b) maintain sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the A Notes pursuant to Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. Additionally, the Company undertakes to seek the approval of its shareholders, in general meeting on or before 31 May 2010, in relation to the allotment such number of shares as is necessary to satisfy the most onerous of the rights of conversion attaching to the B Notes pursuant to Part 1 of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the Shares to be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors. 1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes. 2. The Notes are transferable in accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder) by instrument in writing in the usual common form (or in such other form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable to the registered holder or, in the case of joint registered holders, to the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notes. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Convertible Loan Note Instrument

PROCEDURES ON CONVERSION. ~~1. On~~ 2.1 Subject to paragraph 1.1 of this Part 2 of Schedule 2, on the Conversion Date, the Directors shall convert the principal amount of the Notes and accrued but unpaid interest and any amount of the Uplift Payment (to the extent the same is applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the issue of Uplift Securities (or otherwise), into such number of new fully paid Ordinary Shares at the applicable Tranche 1 Conversion ~~Price, subject to any adjustment~~ Price or Tranche 2 Conversion Price (as the case may be) as set out in paragraph 10 1 of this Part 2 of ~~this~~ Schedule ~~3 and~~ 2 in accordance with the following provisions of paragraph 2 2.2 to paragraph ~~9 of Part 2 of this Schedule 3~~2.5 (inclusive). 2. 2.2 Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the redemption moneys payable to that Noteholder in subscribing for Ordinary Shares on conversion of the Notes. 3. 2.3 Ordinary Shares arising on conversion of the Notes (and any applicable accrued but unpaid interest) shall be issued and allotted by the Company on the Conversion Date and the certificates (if physical certificates are requested by such Noteholder) for such Ordinary Shares shall be despatched to the persons entitled to them at their own risk~~. Each Share arising on conversion shall be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and the Conversion Price~~. 4. 2.4 The Ordinary Shares arising on conversion of the Notes shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions ~~declared~~ declared, made or paid after the Conversion Date. 5. 2.5 The entitlement of each Noteholder to a fraction of a Share shall be rounded down to the nearest whole number of Ordinary Shares which result from the conversion of the Notes. ~~6. Provided~~ 2.6 In the event that the Ordinary Shares in issue on the Conversion ~~Date, the Shares~~ Date are traded on ~~AIM~~the AIM Market operated by London Stock Exchange plc, the Company ~~will, not later than seven Business Days after~~ shall use its reasonable best endeavours to ensure that the ~~issue of~~ Ordinary Shares to be issued upon the ~~Shares arising on~~ conversion of the ~~Notes, apply~~ relevant Notes are admitted to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided that trading on the Conversion Date, the Company is participating in CREST or another electronic or book-entry delivery system in respect of the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicable). 8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9. The Company undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys or issue of warrants in respect of the redemption of the Notes or the issue of the Shares on conversion of the Notes, each in accordance with the provisions of this instrument): (a) notify each Noteholder in writing AIM Market as soon as reasonably practicable ~~after~~ following the ~~relevant board or~~ Conversion Date. In addition, as soon as practicable following the general meeting of shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date of the Adjustment Event or dividend and the proposed terms of it; (b) maintain sufficient authorised but unissued equity share capital in at which the Company seeks to satisfy in full, without the need for the passing of any resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the A Notes pursuant to Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. Additionallyobtain Shareholder Approval, the Company ~~undertakes~~ shall make or cause to ~~seek the approval of its shareholders, in general meeting on or before 31 May 2010, in relation~~ be made an application to AIM for a block listing (up to the allotment such number of shares as is necessary to satisfy the most onerous of the rights of conversion attaching to the B Notes pursuant to Part 1 of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify maximum amount available to the Company under AIM block listing rules and in ~~writing~~ consideration of block listings registered at the ~~adjustments~~ time of this Agreement) or otherwise to admit upon Admission or as soon as permitted by AIM thereafter the maximum number ~~and nominal value~~ of ~~the~~ Ordinary Shares to that may be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on acquired upon conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors. 1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes. 2. The Notes are transferable in accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder) by instrument in writing in the usual common form (or in such other form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable to the registered holder or, in the case of joint registered holders, to the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notes. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In additionFurther, the Company shall at list the ~~written request~~ Ordinary Shares issuable upon conversion of the ~~holders of not less than one-tenth in nominal amount of the outstanding~~ Notes ~~convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day~~ on each other securities exchange on which the ~~notice is served or deemed~~ Ordinary Shares are then listed and/or admitted to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholderstrading. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Securities Purchase Agreement (Mereo Biopharma Group PLC)

PROCEDURES ON CONVERSION. 1. On ~~the~~ any Conversion Date, the ~~Directors~~ directors of the Issuer shall convert the ~~principal amount of~~ Conversion Amount set out in the ~~Notes~~ applicable Conversion Notice into such number of new fully paid Ordinary Shares at the Conversion ~~Price, subject to any adjustment as set out in paragraph 10 of Part 2 of this Schedule 3 and~~ Price in accordance with the following ~~provisions of paragraph 2 to paragraph 9 of Part 2 of this Schedule 3.~~provisions: 2. (a) Conversion of the relevant Notes shall be effected by the ~~Company~~ Issuer redeeming ~~the relevant~~ such Notes on the Conversion Date. Each ~~Noteholder~~ Purchaser whose Notes are being converted in accordance with this Clause 7 shall be deemed to irrevocably authorise and instruct the ~~Company~~ Issuer to apply the redemption ~~moneys~~ monies payable to that ~~Noteholder~~ Purchaser in subscribing for ~~Shares on conversion of the Notes~~new fully paid Ordinary Shares. 3. (b) The Ordinary Shares arising on ~~conversion~~ Conversion of the ~~Notes~~ relevant Conversion Amount (the “Conversion Shares”) shall be issued and allotted by the ~~Company~~ Issuer on the Conversion Date in the name of each Purchaser notified in the relevant Conversion Notice and in the proportion specified therein. The Issuer shall enter the name of such Purchaser in the register of members of the Issuer and the certificates for such Conversion Shares shall be ~~despatched~~ issued within three (3) Business Days of the Conversion Date and dispatched to the persons entitled to them at their own risk~~. Each Share arising on conversion~~ . (c) The Issuer shall ~~be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and~~ make an application for the Conversion ~~Price~~Shares to be admitted to trading on AIM for such admission to occur on the date specified in the Conversion Notice. 4. (d) The Conversion Shares ~~arising on conversion of the Notes~~ shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the relevant Conversion Date and shall carry the right to receive all dividends and other distributions ~~declared~~ declared, made or paid after the relevant Conversion Date. ~~5. The~~ (e) No fraction of an Ordinary Share will be issued and the entitlement of ~~each Noteholder~~ any Purchaser to a fraction of a an Ordinary Share shall be rounded down to the nearest whole number of Ordinary Shares which result from the conversion of the ~~Notes~~relevant Conversion Amount. 6. Provided that on the Conversion Date, the Shares are traded on AIM, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, apply to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided that on the Conversion Date, the Company is participating in CREST or another electronic or book-entry delivery system in respect of the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicable). 8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9. The Company undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys or issue of warrants in respect of the redemption of the Notes or the issue of the Shares on conversion of the Notes, each in accordance with the provisions of this instrument): (a) notify each Noteholder in writing as soon as reasonably practicable after the relevant board or general meeting of shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date of the Adjustment Event or dividend and the proposed terms of it; (b) maintain sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the A Notes pursuant to Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. Additionally, the Company undertakes to seek the approval of its shareholders, in general meeting on or before 31 May 2010, in relation to the allotment such number of shares as is necessary to satisfy the most onerous of the rights of conversion attaching to the B Notes pursuant to Part 1 of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the Shares to be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors. 1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes. 2. The Notes are transferable in accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder) by instrument in writing in the usual common form (or in such other form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable to the registered holder or, in the case of joint registered holders, to the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notes. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Note Purchase Agreement

PROCEDURES ON CONVERSION. 1. 7.1 On the occurrence of a Conversion ~~Date~~Event, the ~~Directors~~ Issuer shall ~~convert~~ issue the ~~principal amount~~ new Shares (the "Conversion Shares") to each Noteholder such that: 7.1.1 the relevant Noteholders name shall be entered into the register of members of the ~~Notes into such number~~ Issuer as the holder of ~~new fully paid Shares at~~ the Conversion ~~Price, subject to any adjustment as set out in paragraph 10 of Part 2 of this Schedule 3 and in accordance with the following provisions of paragraph 2 to paragraph 9 of Part 2 of this Schedule 3.~~Shares; 2. Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the redemption moneys payable to that Noteholder in subscribing for Shares on conversion of the Notes. 3. Shares arising on conversion of the Notes shall be issued and allotted by the Company on the Conversion Date and 7.1.2 the certificates for such Shares shall be despatched to the persons entitled to them at their own risk~~. Each Share arising on conversion~~ ; 7.1.3 the Noteholder shall ~~be issued~~ receive full legal and ~~allotted at such premium~~ beneficial ownership rights to ~~reflect~~ the ~~difference between~~ Conversion Shares; and 7.1.4 the ~~nominal amount~~ Issuer shall use reasonable endeavours to arrange for Admission of the ~~Share and the~~ Conversion ~~Price~~Shares. 4. 7.2 The Conversion Shares ~~arising~~ shall on ~~conversion of the Notes shall be credited as fully paid and~~ Admission rank pari passu in all respects with the Shares which are held by all holders of ~~the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions declared after the Conversion Date~~Shares immediately before Admission. 5. 7.3 The entitlement of each Noteholder to a fraction of a Conversion Share on a conversion shall be rounded down to the nearest whole number of Conversion Shares which result from the conversion of the Notes. 67.4 Within five (5) Business Days following the public announcement of an Offer for the Issuer via a regulatory news service, the Issuer shall provide notice in writing to the Noteholders setting out:- 7.4.1 details of the Offer including, to the extent known by the Issuer at the time the Offer is made, any conditions relating to the completion of the Offer and the proposed completion date of the Offer; and 7.4.2 the number of Conversion Shares which may be issued to the Noteholder assuming that all of their Notes are to convert in accordance with this Condition 7.4. ~~Provided that~~ and, following receipt of such notice, each Noteholder shall be entitled to issue a Conversion Notice to the Issuer to convert the Principal Amount of all or any of its Notes, conditionally on any such Offer (in the case of a Takeover Offer) being declared, or becoming, unconditional or (in the case of a Scheme) becoming effective and any such notice shall be irrevocable and be a binding obligation on the ~~Conversion Date~~Issuer to convert such Notes in accordance with this Condition 7, the Shares are traded on AIM, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, apply to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided save that on the Conversion ~~Date~~Event shall be the date that the Offer is declared, or becomes, unconditional (in the ~~Company is participating~~ case of a Takeover Offer) or (in ~~CREST or another electronic or book-entry delivery system in respect~~ the case of a Scheme) becomes effective (which date can be adjusted by written agreement between the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicableIssuer and each Noteholder). ~~8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9.~~ 7.5 The ~~Company~~ Issuer undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys ~~or issue of warrants~~ in respect ~~of the redemption~~ of the Notes or the issue of the Shares on ~~conversion of the Notes~~conversion, each in accordance with the provisions of this ~~instrument~~Instrument): ~~(a) notify each Noteholder in writing as soon as reasonably practicable after~~ 7.5.1 not alter the ~~relevant board or general meeting~~ articles of ~~shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date~~ association of the ~~Adjustment Event or dividend and~~ Issuer in any way which would materially and/or adversely affect the ~~proposed terms~~ rights of itthe Noteholders without such alteration having been sanctioned by way of an Extraordinary Resolution; ~~(b)~~ 7.5.2 maintain sufficient authorised but unissued equity share capital in the ~~Company~~ Issuer to satisfy in full, without the need for the passing of any resolutions of its shareholders, the ~~most onerous of the outstanding~~ rights of conversion for the time being attaching to the A Notes pursuant to ~~Part 1 of this Schedule 3~~Condition 6, without first having to offer the same to any existing shareholders of the ~~Company~~ Issuer or ~~any other person. Additionally, the Company undertakes~~ anyone else; and 7.5.3 to ~~seek the approval of its shareholders,~~ act in ~~general meeting on or before 31 May 2010,~~ good faith in relation to the ~~allotment such number~~ arrangements contemplated by this Instrument and not take (or permit the taking of) any steps with the aim, design or effect (whether partial or otherwise) of ~~shares as is necessary to satisfy~~ prejudicing or otherwise adversely affecting the ~~most onerous of the~~ Noteholders' rights ~~of conversion attaching~~ under this Instrument. 7.6 The Issuer shall give written notice to the ~~B Notes pursuant to Part 1~~ Noteholders within five (5) Business Days of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, ~~the professional advisors or auditors of the Company for the time being shall certify~~ and within twenty (20) Business Days Noteholders may give notice to the ~~Company~~ Issuer that certification is required and the Issuer shall within ten (10) Business Days appoint an independent third party accountancy firm to certify in writing the adjustments to the ~~number and~~ number, nominal value and price of the Conversion Shares ~~to be converted~~ arising from conversion of the Notes which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the ~~Company~~ Issuer carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the ~~Company~~Issuer, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Conversion Shares on conversion of the Notes). The ~~Company~~ Issuer shall then notify the Noteholders promptly in writing of the necessary adjustment as determined by the ~~professional advisors or auditors~~accountancy firm. 1. 7.7 The ~~Company shall recognise the registered holder of~~ Issuer undertakes that if any ~~Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust~~ special dividend (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of ~~any of the Notes. 2. The Notes are transferable~~ cash and/or a dividend in ~~accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder~~specie) ~~by instrument in writing in the usual common form (~~or ~~in such~~ other ~~form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed~~ special distribution to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by ~~cheque made payable to~~ the ~~registered holder or~~Issuer is declared, in the ~~case of joint registered holders, to~~ ex dividend date for the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such ~~cheque~~ dividend or distribution so declared shall be the third Business Day of the Quarter immediately following the date on which such dividend or special distribution was declared. For the avoidance of doubt, any Noteholder who issues a Conversion Notice within ten (10) Business Days of the Quarter immediately following the declaration of any such special dividend or other special distribution to be made by the ~~bankers on whom it is drawn~~ Issuer shall be ~~good discharge to~~ entitled, following the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect conversion of such Notes ~~shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours~~ set out in the ~~case~~ Conversion Notice, to receive payment of ~~a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving~~ any such ~~notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice~~ special dividend or other ~~document delivered or sent by post to, or left at,~~ special distribution payable on the ~~registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not~~ Conversion Shares issued to them on the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time occurrence of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notesrelevant Conversion Event. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Convertible Notes Agreement

PROCEDURES ON CONVERSION. ~~1. On~~ 2.1 Subject to paragraph 1.1 of this Part 2 of Schedule 2, on the Conversion Date, the Directors shall convert the principal amount of the Notes and accrued but unpaid interest and any amount of the Uplift Payment (to the extent the same is applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the issue of Uplift Securities (or otherwise), into such number of new fully paid Ordinary Shares at the applicable Tranche 1 Conversion ~~Price, subject to any adjustment~~ Price or Tranche 2 Conversion Price (as the case may be) as set out in paragraph 10 1 of this Part 2 of ~~this~~ Schedule ~~3 and~~ 2 in accordance with the following provisions of paragraph 2 2.2 to paragraph ~~9 of Part 2 of this Schedule 3~~2.5 (inclusive). 2. 2.2 Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the redemption moneys payable to that Noteholder in subscribing for Ordinary Shares on conversion of the Notes. 3. 2.3 Ordinary Shares arising on conversion of the Notes (and any applicable accrued but unpaid interest) shall be issued and allotted by the Company on the Conversion Date and the certificates (if physical certificates are requested by such Noteholder) for such Ordinary Shares shall be despatched to the persons entitled to them at their own risk~~. Each Share arising on conversion shall be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and the Conversion Price~~. 4. 2.4 The Ordinary Shares arising on conversion of the Notes shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions ~~declared~~ declared, made or paid after the Conversion Date. 5. 2.5 The entitlement of each Noteholder to a fraction of a Share shall be rounded down to the nearest whole number of Ordinary Shares which result from the conversion of the Notes. 6. Provided that on the Conversion Date, the Shares are traded on AIM, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, apply to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided that on the Conversion Date, the Company is participating in CREST or another electronic or book-entry delivery system in respect of the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicable). 8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9. The Company undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys or issue of warrants in respect of the redemption of the Notes or the issue of the Shares on conversion of the Notes, each in accordance with the provisions of this instrument): (a) notify each Noteholder in writing as soon as reasonably practicable after the relevant board or general meeting of shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date of the Adjustment Event or dividend and the proposed terms of it; (b) maintain sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the A Notes pursuant to Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. Additionally, the Company undertakes to seek the approval of its shareholders, in general meeting on or before 31 May 2010, in relation to the allotment such number of shares as is necessary to satisfy the most onerous of the rights of conversion attaching to the B Notes pursuant to Part 1 of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the Shares to be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors. 1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes. 2. The Notes are transferable in accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder) by instrument in writing in the usual common form (or in such other form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable to the registered holder or, in the case of joint registered holders, to the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notes. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Convertible Loan Note Instrument (Mereo Biopharma Group PLC)

PROCEDURES ON CONVERSION. ~~1. On~~ 2.1 Subject to paragraph 1.1 of this Part 2 of Schedule 2, on the Conversion Date, the Directors shall convert the principal amount of the Notes and accrued but unpaid interest and any amount of the Uplift Payment (to the extent the same is applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the issue of Uplift Securities (or otherwise), into such number of new fully paid Ordinary Shares at the applicable Tranche 1 Conversion ~~Price, subject to any adjustment~~ Price or Tranche 2 Conversion Price (as the case may be) as set out in paragraph 10 1 of this Part 2 of ~~this~~ Schedule ~~3 and~~ 2 in accordance with the following provisions of paragraph 2 2.2 to paragraph ~~9 of Part 2 of this Schedule 3~~2.5 (inclusive). 2. 2.2 Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the redemption moneys payable to that Noteholder in subscribing for Ordinary Shares on conversion of the Notes. 3. 2.3 In the event that a Noteholder has stated in the relevant Conversion Notice that the Ordinary Shares arising from conversion are to be delivered as ADSs, and there is an effective registration statement covering the Ordinary Shares to be issued on such conversion, then such Ordinary Shares may be issued to, and deposited with (and otherwise registered in the name of) the custodian (or its nominee) of the Depositary, and following such issuance and deposit the Company will direct the Depositary to issue an amount of ADSs via DTC (with such ADSs being eligible for listing on Nasdaq) in accordance with the corresponding Issuance and Delivery Instruction. 2.4 Ordinary Shares arising on conversion of the Notes (and any applicable accrued but unpaid interest) shall be issued and allotted by the Company to the Noteholder or (where a Noteholder has delivered an Issuance and Delivery Instruction) to the custodian of the Depositary on the Conversion Date and the certificates (if physical certificates are requested by such Noteholder) for such Ordinary Shares shall be despatched to the persons entitled to them at their own risk~~. Each Share arising on conversion shall be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and the Conversion Price~~. 4. 2.5 The Ordinary Shares arising on conversion of the Notes shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions ~~declared~~ declared, made or paid after the Conversion Date. 5. The entitlement of each Noteholder to a fraction of a Share shall be rounded to the nearest whole number of Shares which result from the conversion of the Notes. 6. Provided that on the Conversion Date, the Shares are traded on AIM, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, apply to the London Stock Exchange and/or to such other applicable body for permission to deal in or for quotation of such Shares and shall use all reasonable endeavours to secure such permission or quotation. 7. Provided that on the Conversion Date, the Company is participating in CREST or another electronic or book-entry delivery system in respect of the Shares, the Company will, not later than seven Business Days after the issue of the Shares arising on conversion of the Notes, procure that such Shares be traded on CREST (or such other electronic or book-entry delivery system as applicable). 8. Noteholders shall only be entitled to convert Notes in multiples of £100,000 or, if less, the entire amount of the outstanding Notes held by that Noteholder. 9. The Company undertakes that, while the Notes remain in issue, it shall (pending either the payment of any redemption moneys or issue of warrants in respect of the redemption of the Notes or the issue of the Shares on conversion of the Notes, each in accordance with the provisions of this instrument): (a) notify each Noteholder in writing as soon as reasonably practicable after the relevant board or general meeting of shareholders (whichever is the earliest) has resolved to implement an Adjustment Event or declare a dividend specifying the prospective date of the Adjustment Event or dividend and the proposed terms of it; (b) maintain sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the A Notes pursuant to Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. Additionally, the Company undertakes to seek the approval of its shareholders, in general meeting on or before 31 May 2010, in relation to the allotment such number of shares as is necessary to satisfy the most onerous of the rights of conversion attaching to the B Notes pursuant to Part 1 of this Schedule 3; (c) not proceed with a Liquidity Event or redemption prior to Final Redemption Date without first obtaining sufficient authorised but unissued equity share capital in the Company to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph Part 1 of this Schedule 3, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under Part 1 of this Schedule 3 until such authority is obtained. 10. Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the Shares to be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors. 1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes. 2. The Notes are transferable in accordance with this Schedule 4 in integral multiples of £100,000 (or, if less, the entire amount of the outstanding Notes held by the transferring Noteholder) by instrument in writing in the usual common form (or in such other form as the Directors may approve) and such instrument need not be under seal. 3. Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. 4. Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company. 5. No transfer of Notes shall be registered in respect of which a Redemption Notice or Conversion Notice has been given. 6. Payment of the principal amount and all accrued interest on the Notes may be made by cheque made payable to the registered holder or, in the case of joint registered holders, to the one who is first-named on the register, or to such person or persons as the registered holder or all the joint registered holders may in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the register or to such address as the registered holder or joint registered holders may in writing direct. Cheques may be sent through the post at the risk of the registered holder or jointly registered holders and payment of any such cheque by the bankers on whom it is drawn shall be good discharge to the Company. 7. If more than one person is entered in the register as joint holders of any Notes then, without prejudice to paragraph 6 of this Schedule 4, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other person making the payment as if the person signing such receipt were the sole registered holder of such Notes. 8. If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes. 9. Any notice or other document required to be given under this instrument shall be in writing and may be given to or served on any Noteholder by sending it by first-class post in a prepaid envelope addressed to such Noteholder at his registered address. In the case of joint Noteholders, a notice given to, or document served on, the Noteholder whose name stands first in the register in respect of such Notes shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Noteholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted. 10. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Notes. 11. A copy of this instrument shall be kept at the Company's registered office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the instrument at all reasonable times during office hours. 1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate. 2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of an Extraordinary Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders. 3. At any meeting the quorum shall be two Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present. 4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that two Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum. 5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not present at the meeting within fifteen minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting. 6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands. 7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy. 10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place. 11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1,000 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way. 13. In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes either in person or by proxy and, in the latter case, as if the joint holder

Appears in 1 contract

Sources: Convertible Loan Note Instrument (Mereo Biopharma Group PLC)

Common use of PROCEDURES ON CONVERSION Clause in Contracts