Immediate Repayment. 4.1 The Lender can also claim the outstanding part of the Principal and any accrued and unpaid Interest in its entirety, without any summons, notice of default or judicial intervention being required, in the event that:
(a) the Borrower does not, including untimely or improperly, observe one or more provisions of this Agreement vis-à-vis the Lender and remains in default after being summed to remedy such breach and being given a period of at least 7 days to provide for such remedy; or
(b) the Borrower is declared bankrupt, applies for suspension of payments (in Dutch: “surseance van betaling”), institutes for its own bankruptcy, or is subjected to other insolvency proceedings, or that resolutions to such effect have been passed and/or such requests have been made by third parties; or
(c) an attachment has been levied - which has not been lifted within a period of 20 days – on, or a transfer has occurred of, in the opinion of the Lender an important part of the Borrower's assets; or
(d) the Borrower is dissolved, split-off or merged, without prior written approval by the Lender; or
(e) if and as soon as control as defined in the SER Resolution concerning the Merger Code 2015 over the Borrower or over legal persons who are direct or indirect shareholders of the Borrower is acquired by one or more persons other than those that exercised such control on the date of the Agreement, regardless of the reason, unless prior written approval has been granted by the Lender.
4.2 The Borrower will inform the Lender immediately if one of the circumstances described in Article
4.1 arises or threatens to occur.
Immediate Repayment. 8.1. On the occurrence of one or more of the events in this section hereinafter, the provisions of section 8.2 hereinafter will apply, as applicable:
8.1.1. If the Company does not pay any amount that is due from it in relation with the Debentures of the relevant Series within 45 days from their due date
8.1.2. If a final or permanent liquidation order is granted by the court in relation with the Company
8.1.3. If a provisional liquidation order is granted by the court, or a valid decision is adopted to liquidate the Company (or if a valid resolution is passed for the liquidation of the Company (apart from a liquidation for purposes of a merger with another company, and only when the board of directors approval was submitted to the Trustee, showing that the absorbing company has assumed the Company’s full obligations to the debenture holders and that there is no reasonable doubt that due to the merging, the absorbing company will not be able to fulfill on time, all its obligations towards the Debentures Holders, as arising from the Debentures ad this Deed, and the Trustee will not be required to verify the truthfulness of this approval and/or the changes in the structure of the Company) and the decree or decision as stated, were not cancelled within 60 days from the date the order was given or the resolution was passed, and on condition that as a result the payments to the holders of the Debentures of the relevant series, or their rights, were affected, or there is reasonable doubt they might be affected.
8.1.4. If the Company's assets are foreclosed, and the foreclosure is not removed within 60 days of its performance.
8.1.5. If execution procedures are carried out against the Company's assets, and the procedures are not cancelled within 60 days from the execution date.
8.1.6. If a permanent receiver is appointed to the Company and/or the Company's assets, and the appointment is not cancelled within 60 days
8.1.7. If a temporary receiver is appointed to the Company and/or the Company's assets, and the appointment is not cancelled within 60 days.
8.1.8. If the Company stops or notifies its intention to stop the payment of its debts, or ceases or notifies its intention to cease its business, as those will be from time to time.
8.1.9. If decree for the freezing of the procedures is rendered, or if the Company applied for a settlement with the Company's creditors, as per section 350 of the Companies law, 1999 (The Companies Law) (excluding for the purpose of ...
Immediate Repayment. With respect to immediate repayment of the Debentures, the provisions of clause 9 of the Deed of Trust shall apply and which are included in this addendum by reference.
Immediate Repayment. 9.1. Upon satisfaction of the grounds, conditions and/or circumstances set forth below, the provisions of Sections 9.2 below shall apply:
9.1.1. There is a material worsening in the Company's state of affairs compared with such status on the date of issuance, and there is a material concern that the Company will be unable to repay the Debentures in a timely manner.
9.1.2. The Debentures are not repaid in a timely manner or another material undertaking given in favor of the Holders is not satisfied. However, the Debentures (Series D) may only be accelerated and/or collateral, if given, may only be realized, consequently, if the breach is not remedied within 14 days of the date of the breach.
9.1.3. The Company fails to publish a financial statement it is required by law or the provisions of this Indenture to publish, within 30 days of the last date on which it is required to make such publication. This Section shall not apply in the event that the Company receives an extension for submitting its financial statements from a competent authority or in accordance with the provisions of the Indenture, in which case the time period for publication of the Company's financial statements shall commence as of the last date provided in such extension.
9.1.4. The Debentures are de-listed from TASE in accordance with the TASE Rules and Regulations.
9.1.5. A receivership motion or motion to appoint a permanent or temporary receiver over all or a portion of the Company's assets is filed, or an order for the appointment of a temporary receiver is rendered, and such orders are not vacated within forty-five (45) days of being filed or rendered, as applicable, or an order is issued for the appointment of a permanent receiver over all or a portion of the Company's assets. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions or orders filed or rendered, as applicable, by the Company or at its request.
9.1.6. The Company files a motion for an order to freeze proceedings or such an order is issued, or the Company files a motion for an arrangement with its creditors under Section 350 of the Companies Law (except for the purpose of a merger with another company and/or a company restructuring or split, and other than arrangements between the Company and its shareholders which shall not affect the Company's ability to repay the Debentures, provided that the Company or surviving company, as the case may be, declares to holders of Debe...
Immediate Repayment. In the event of the occurrence of any one or more of the events specified below, each Lender shall be entitled, after providing a prior written notice to the Company (provided that such breach or event in connection with which notice was sent, has not been rectified or removed during such prior notice period), to demand the immediate repayment of the Loan, and the Company hereby undertakes to repay the Loan to such Lender, within three (3) business days of the Lender’s demand. The prior notice period with respect to the events listed in sub-sections
Immediate Repayment. In the event of the occurrence of any one or more of the events specified below, each Lender shall be entitled, after providing a prior written notice to the Company (provided that such breach or event in connection with which notice was sent, has not been rectified or removed during such prior notice period), to demand the immediate repayment of the Loan, and the Company hereby undertakes to repay the Loan to such Lender, within three (3) business days of the Lender’s demand. The prior notice period with respect to the events listed in sub-sections 6.1, 6.4 and 6.5 shall be thirteen (13) days and the prior notice period with respect to the events listed in sub-section 6.2 and 6.3 shall be forty five (45) days.
6.1 The failure of the Company to pay, within fourteen (14) days from a payment date pursuant to the Agreement, any of the payments which it is required to pay to a Lender pursuant to this Agreement.
6.2 The breach and/or failure by the Company to fulfill any of its undertakings to the Lenders pursuant to Section 5 of this Agreement.
6.3 The issuance of an order for liquidation of the Company (with the exception of voluntary liquidation for the purposes of merging with another company and/or changing the Company’s corporate structure) and/or permanent receivership against the Company, or the issuance of an order for temporary liquidation and/or temporary receivership against the Company.
6.4 The total cessation by the Company of making payments to substantially all of its creditors.
6.5 The cessation by the Company of managing its business.
Immediate Repayment. The Borrower shall immediately repay any outstanding amount.
Immediate Repayment. Upon the occurrence of one or more of the events enumerated below – and these events exclusively – the Lenders may, by a decision passed by a Special Majority of the Lenders, demand the immediate repayment of all or part of the Credit Amounts. Notice of the demand for immediate repayment shall be provided by the Lenders, through the Facility Agent, after it receives appropriate instructions from the Lenders, based on the agreements herein and in the Inter-Creditor Agreement. In such instance, the Company undertakes to pay the Lenders, at their demand, all or part of the Credit Amounts with respect to the Credit provided to the Company, the repayment of which is demanded by the Lenders, through the Facility Agent. The Lenders, through the Facility Agent, may charge the Company's Account for all or part of the Credit Amounts, and may take all the measures they deem necessary to collect such amounts, in particular to realize all or part of the Collaterals, at their discretion, in any manner permitted by Law at the Company's expense, all subject to any Law. The following are the events:
24.1. If the Company breaches and/or fails to perform: (a) any condition of the Credit Documents, which, in the discretion of the Lender, through the Facility Agent, is a material condition; or (b) any other undertakings which the Company undertook and or is to undertake towards the Lenders, whether under this Agreement or under any of the other Credit Documents, which, in the discretion of the Lender, through the Facility Agent, is a material undertaking, all, if the aforementioned breach is not remedied within 45 days of receiving notice of the breach (for the avoidance of doubt – the provisions of this Section 24.1 do not apply to the specific instances set forth in the remaining subsections of this Section 24 below, with respect to which the specific arrangements provided in any of the aforementioned subsections shall apply). Notwithstanding the foregoing in this Section 24.1, the Lenders, through the Facility Agent, shall be exempt from providing such notice and/or from waiting for the conclusion of the notice period if the Lenders, through the Facility Agent, believe that providing the notice and/or waiting to the end of the notice period may cause the Lenders immediate and substantial damage, including any instance in which the Lenders, through the Facility Agent, believe that provision of the notice and/or waiting to the end of the notice period may derogate from the Le...
Immediate Repayment. 16.1 Subject to the provisions of Section 16.2 below, the Trustee shall be entitled to call for immediate repayment of the unsettled balance of the Debentures, in part or in full, and will be compelled to do so if demanded by a special resolution (as defined in the second addendum to this Deed) that is adopted in the general Meeting of the Debenture Holders, or by a written demand signed by the Holders of more than 50% of the unsettled balance of the principal of Debenture in circulation, in case one or more of the events enumerated below occur:
16.1.1 If the Company does not repay any sum (including principal or interest or linkage differences) that is due pursuant to the terms of the Debentures within, 7 days of the maturity of that sum, according to the terms of the Debentures.
16.1.2 A permanent liquidator has been appointed by a court, or if the court has issued the Company a final liquidation order, or if a valid resolution for voluntary liquidation of the Company is adopted.
16.1.3 A motion is filed regarding the Company to reach a settlement with the creditors of the Company in accordance with Section 350 of the Companies Law, 5759 – 1999, or if a motion for staying of proceedings is issued pursuant to this section, and if the motion has been filed other than by the company – the motion or order is not removed or cancelled within 45 days of filing or granting, as relevant.
16.1.4 If the company is dissolved or struck for any reason, including striking or dissolution for merger purposes or within a share exchange transaction, unless the Trustee is convinced that the rights of the Debenture Holders (Series C) will not be infringed following such a merger or share exchange transaction.
16.1.5 If one of the cases listed below occurs and according to the determination of the Trustee or a special resolution adopted in a general Meeting of the Debenture Holders, this may infringe upon or endanger the rights of the Debenture Holders:
16.1.5.1 A temporary liquidator or temporary receiver has been appointed for the Company by a court or if the court has issued the Company a temporary liquidation order, and such an appointment or order is not revoked within 30 days of being issued.
16.1.5.2 Material assets of the Company are subjected to attachment and the attachment is not removed within 45 days of its imposition.
16.1.5.3 An execution action is carried out against material assets of the Company and the action is not cancelled within 45 days of being carried...
Immediate Repayment. Notwithstanding anything contained in this Agreement, the Loan shall become immediately payable on demand if at any time:
(a) The Company ceases or threatens to cease to carry on its Company or substantially the whole of its Company; or
(b) an order is made for winding up the Company; or
(c) the Company goes into receivership, or if any notice is given to any person of intention to appoint an receiver of the Company or an application is made to the court for such an appointment, or if the Company enters into any agreement or arrangement with its creditors or any group of them.
