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 Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company or the surviving company, as the case may be, will be unable to perform its undertakings vis-à-vis the Debenture Holders as a result of such merger or restructuring), or if a motion is filed under Section 350 of the Companies Law against the Company (without its consent) and is not dismissed or vacated within 30 days of being filed or issued. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as applicable, at the Company's sole initiative or at its request. 9.1.7. An attachment is imposed on the material assets of the Company, with the exception of assets with respect to which non-recourse financing has been received, or execution actions are carried out with respect to such material assets; and such attachment is not removed or the action cancelled within forty-five (45) days after being imposed or carried out, as the case may be. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as the case may be, at the Company's its initiative or request. 9.1.8. The Company ceases to engage in and/or to conduct its business as shall be at the time of this Indenture, and/or announces its intention to cease conducting its business affairs as shall be at the time of this Indenture and/or to conduct them and/or the Company ceases or announces its intention to cease its payments to the Debenture Holders. 9.1.9. The Company makes a decision to liquidate (other than liquidation as a result of a merger with another company and/or restructuring or split, provided that the Company or surviving company, as the case may be, declares to Holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company or the surviving company, as the case may be, shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger or restructuring), or if the court issues a final and permanent liquidation order for the Company, or a permanent liquidator is appointed for the Company. 9.1.10. The court issues a temporary liquidation order or a temporary liquidator is appointed for the Company, or any judicial decision of a similar nature is rendered (other than a liquidator for purposes of a merger with another company and/or a restructuring of the Company, provided that the Company or the surviving company, as the case may be, declares to Holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the surviving company shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger), and such appointment, order or decision is not vacated or cancelled within forty-five (45) days of being issued or granted, as the case may be. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as the case may be, at the Company's initiative or request. 9.1.11. A "going concern" note is made in the Company's financial statements for a period of two consecutive quarters. 9.1.12. It becomes apparent that any of the Company's representations in the Debentures or Indenture are incorrect and/or incomplete, and, if the breach is curable, such breach is not remedied within 10 days of receipt of a notice regarding the breach, during which the Company takes action to remedy such breach. 9.1.13. If TASE suspends trading in the Debentures, other than suspension due to ambiguity, as provided in the Part Four of TASE Rules and Regulations, and the suspension of trade is not cancelled within 60 Trading Days. 9.1.14. If Eurocom Communications Ltd. does not hold (direct or indirect) control of the Company. 9.1.15. If the Company does not hold (direct or indirect) control or a control block in Bezeq The Israel Telecommunication Corporation Ltd. (hereinafter, "Bezeq"). 9.1.16. If the Company made an expansion of the series of Debentures (Series D) and as result of such expansion, the company rating the Debentures (Series D) decided to downgrade the Debentures (Series D) to a rating lower than the rating of the Debentures (Series D) prior to the relevant expansion. 9.1.17. If another series of Debentures issued by the Company became immediately payable or another material debt of the Company became immediately payable (a material debt means over NIS 200 million) and the recourse to the Company and such immediate repayment is not cancelled within 14 days of the Company's receipt of a written notice thereof. 9.1.18. If the Debentures (Series D) cease to be rated by a rating company for a period exceeding 60 consecutive days, for reasons and/or circumstances within the Company's control. 9.1.19. If a dividend is distributed contrary to the provisions of this Indenture. 9.1.20. If a merger is performed without the prior consent of the Debenture Holders, unless the Company or surviving company, as the case may be, declares to the Debenture Holders at least ten Business Days prior to the date of the merger, that there is no reasonable concern that the surviving company will be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger. 9.1.21. If a reasonable concern exists that the Company will be unable to perform its material undertakings towards the Debenture Holders. For purposes of this Section 9.1 –
Appears in 1 contract
Immediate Repayment. 9.1. Upon satisfaction the occurrence of one or more of the grounds, conditions and/or circumstances causes set forth belowhereinafter and so long as they are occurring, the Trustee and the Holders of Debentures shall be entitled to put the balance of the amount due to the Holders in accordance with the Debentures for immediate repayment, or to realize collaterals (inasmuch as they shall be given) for guaranteeing the Company’s undertakings to the Holders of Debentures, and the provisions of Sections clause 9.2 below hereafter shall apply, as the case may be:
9.1.1. There is 9.1.1 If a material worsening has occurred in the Company's ’s business as compared to its state of affairs compared with such status on at the date of issuanceissuance date, and there is a material real concern that the Company will not be unable able to repay the Debentures in a timely manneron time.
9.1.2. 9.1.2 If the Company has not repaid by of the payments it owes in accordance with The Debentures are not repaid or in a timely manner accordance with this Deed, or another material undertaking given provided in favor of the Debenture Holders is was not satisfied. Howeverfulfilled, however it shall be possible to declare the Debentures (Series DB) may immediately repayable due to this, only be accelerated and/or collateral, if given, may only be realized, consequently, if the breach is was not remedied within 14 amended by the end of a period of seven (7) days of after the date of the breach.
9.1.3. The 9.1.3 If the Company fails to did not publish a financial statement which it is required by to publish according to any law or according to the provisions of this Indenture to publishDeed, within 30 days of after the last date on which it is required to make such publicationobligated publish it. This Section clause shall not apply in the event that case where the Company receives shall receive an extension for submitting to submit its financial statements from a competent qualified authority or in accordance with the provisions of the Indenturethis Deed, in which case the time period for publication such an event this count of the Company's financial statements days shall commence as of begin to be counted commencing from the last date provided set forth in such the aforementioned extension.
9.1.4. The 9.1.4 If the Debentures are de-listed (Series B) have been delisted from TASE in accordance with trade on the TASE Rules and RegulationsStock Exchange.
9.1.5. A 9.1.5 If a motion was filed for receivership motion or motion to appoint a permanent receiver (temporary or temporary receiver over permanent) on the Company’s assets, all or a portion of the Company's assets is filedmost, or if an order for the appointment of shall be given to appoint a temporary receiver is renderedfor the Company’s assets, and such orders are all or most of them – which was not vacated dismissed or cancelled within forty-forty five (45) days of being after they were filed or renderedgranted, as applicable, respectively; or – if an order is issued for the appointment of was given to appoint a permanent receiver over on the Company’s assets, all or a portion of the Company's assetsmost. Notwithstanding the foregoingaforesaid, the Company shall not be granted given any cure period with respect to the motions or orders that were filed or renderedgranted, as applicablerespectively, by the Company or at with its requestconsent. For this matter, “most of the Company assets” – as this term is defined hereinafter.
9.1.6. The (a) If the Company files shall file a motion to issue a stay of proceedings or if the Company shall file a motion for an order to freeze proceedings settlement or such an order is issued, or the Company files a motion for an arrangement with its creditors under in accordance with Section 350 of the Companies Law (except for the purpose of a merger with another company Company as stated in clause 9.1.20 of the Deed and/or a company restructuring change in the Company’s structure or splitsplit that is not prohibited according to the terms of this Deed, and other than except for arrangements between the Company and its shareholders that are not prohibited according to the terms of this Deed, and which shall do not affect the Company's ’s ability to repay the Debentures, provided that ) or if the Company shall propose in another manner a settlement or surviving companyarrangement to its creditors, as in light of the case may be, declares Company’s lack of ability to holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company or the surviving company, as the case may be, will be unable to perform meet its undertakings vis-à-vis the Debenture Holders as a result of such merger on time; or restructuring), or (b) – if a motion is filed under shall be submitted according to Section 350 of the Companies Law against the Company (without not with its consent) and is which was not dismissed or vacated cancelled within 30 forty five (45) days of being filed or issuedafter it was submitted. Notwithstanding Despite the foregoing, the Company shall not be granted any cure period with respect whatsoever pertaining to motions filed requests or granted, as applicable, at the Company's sole initiative orders submitted or at its request.
9.1.7. An attachment is imposed on the material assets of the Company, with the exception of assets with respect to which non-recourse financing has been received, or execution actions are carried out with respect to such material assets; and such attachment is not removed or the action cancelled within forty-five (45) days after being imposed or carried outgiven, as the case may be, by the Company or with its consent, or in case an order for stay of proceedings is issued against the Company.
9.1.7 If a foreclosure shall be imposed on a Material Asset (except for assets that the finance received for them is project financing and the foreclosure imposed on them was imposed by the financing body or by anyone on its behalf), or if any action shall be performed of execution against any such Material Asset; and the foreclosure was not removed, or the action was not cancelled, respectively, within 45 days after they were imposed or performed, respectively. Notwithstanding the foregoingaforesaid, the Company shall not be granted given any cure period with respect to motions filed or grantedgiven, respectively, by the Company or with its consent.
9.1.8 If the Company shall cease to continue to operate and/or manage its business, as the case may be, at the Company's its initiative or request.
9.1.8. The Company ceases to engage in and/or to conduct its business as shall be these are at the time of this IndentureDeed of Trust, and/or announces it shall notify of its intent to cease from continuing to operate its business as it is at the time of this Deed of Trust, and/or to manage its business. It is clarified that as long as the majority of the Company’s business is in the field of energy and infrastructure, the Company shall be considered as continuing to manage its business.
9.1.9 If the rating of the Debentures (Series B) has decreased below ilBBB minus (or an equivalent rating by another rating company, insofar as it shall come in place of the company that rates the Debentures (Series B) at the signature date of this Deed of Trust.
9.1.10 If the Company shall adopt a decision to liquidate (except for liquidation as a result of a change of structure or merger with another company as mentioned in clause 9.2.19 of this Deed) or if a final permanent liquidation order shall be given with respect to the Company by court or a permanent liquidator shall be appointed to it.
9.1.11 If a temporary liquidation order shall be given by the court, or a temporary liquidator shall be appointed for the Company, or if any judicial decision of a similar nature shall be granted, and the appointment, the order or the decision as mentioned were not dismissed or cancelled within forty five (45) days after the day on which they were given or from the date the decision was granted, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders that were filed or given, respectively, by the Company or with its consent.
9.1.12 If the Company ceased or notified of its intention to cease conducting its business affairs as this shall be at the from time of this Indenture and/or to conduct them and/or time, and if the Company ceases stopped or announces notified of its intention to cease stop its payments payments.
9.1.13 If the Company is requested to pay by immediate repayment (not in its initiative) a Material Debt of the Company, provided that a request as stated is not revoked within 14 Business Days from the day on which the Material Debt was declared immediately payable, or another series of debentures issued by the Company.
9.1.14 The Debentures have ceased to be rated and this is for a period exceeding 60 consecutive days, due to reasons and/or circumstances that are in the Company’s control.
9.1.15 Not fulfilling one or more of the financial standards in Appendix 6.2 of this Deed of Trust at the end of the Examination Period (as defined in Appendix 6.2 of the Deed of Trust), provided that the Company was not given an extension to cure as mentioned in clause 28 of the Deed of Trust or in clause 18.1.1 of the Deed of Trust (in this clause: the “Cure Period”) or, a waiver was not given to the Company for the breach as mentioned in clause 28 of the Deed of Trust.
9.1.16 If the Company shall perform a distribution (as it is defined in the Companies Law), which does not meet any of the provisions pertaining to a distribution as stated in Appendix 6.2 of the Deed.
9.1.17 There is a real concern that the Company shall not meet its material undertakings towards the Debenture Holders.
9.1.9. The 9.1.18 If the Company makes shall breach the terms of the Debentures or the Deed of Trust by a decision fundamental breach or if it will not perform any of its material undertakings within their framework, and the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to liquidate (other than cure it or if a material representation of the representations of the Company in the Debentures or in the Deed of Trust is discovered to be incorrect and/or not complete, and in the event that this is a breach that can be cured – the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it.
9.1.19 If the Company is liquidated or deregistered, for any reason whatsoever, including a deregistration or liquidation as a result for the purpose of merger or in the framework of a share replacement transaction, apart from a merger with another where the surviving company and/or restructuring or split, provided that has taken upon itself all of the Company or surviving company, as Company’s undertakings towards the case may be, declares to Holders of Debentures (Series DB) as stated in clause 9.1.20 of the Deed.
9.1.20 If a Merger was performed without receiving a prior approval of the Holders of the Debentures (Series B) by regular resolution, unless the surviving company declared, towards the Holders of the Debenture (Series B), including via the Trustee, at least ten (10) Business Days prior to before the merger date that the surviving company has taken upon itself all of merger or restructuring, the undertakings towards Holders of Debentures and that there is no reasonable concern that as a result of such merger the surviving company would not be able to fulfill its undertakings towards the Holders of the Debentures (Series B).
9.1.21 If the Company or the surviving company, breached its undertaking not to create floating charges as the case may be, shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger or restructuring), or if the court issues a final and permanent liquidation order for the Company, or a permanent liquidator is appointed for the Companyset forth in clause 7.4 of this Deed.
9.1.10. The court issues 9.1.22 If a temporary liquidation order or a temporary liquidator is appointed for the Company, or any judicial decision sale was made of a similar nature is rendered (other than a liquidator for purposes of a merger with another company and/or a restructuring most of the Company’s assets. If a sale was made of most of the Company’s assets as set forth in this clause, provided that the Company or shall submit an Immediate Report of this. For this matter, “most of the surviving company, Company assets” – as this term is defined hereinafter.
9.1.23 If the case may be, declares to Holders Stock Exchange suspended the trade of the Debentures (Series DB), including via except for a suspension due to a cause of the Trusteecreation of vagueness, at least ten Business Days prior to as this cause is defined in the date fourth part of merger or restructuring, that there is no reasonable concern that the surviving company shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger)Stock Exchange bylaws, and such appointment, order or decision is the suspension was not vacated or cancelled within forty-five (45) days of being issued or granted, as the case may be. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as the case may be, at the Company's initiative or request.
9.1.11. A "going concern" note is made in the Company's financial statements for a period of two consecutive quarters.
9.1.12. It becomes apparent that any of the Company's representations in the Debentures or Indenture are incorrect and/or incomplete, and, if the breach is curable, such breach is not remedied within 10 days of receipt of a notice regarding the breach, during which the Company takes action to remedy such breach.
9.1.13. If TASE suspends trading in the Debentures, other than suspension due to ambiguity, as provided in the Part Four of TASE Rules and Regulations, and the suspension of trade is not cancelled within 60 Trading Days.
9.1.14. If Eurocom Communications Ltd. 9.1.24 In the event the Company shall perform an expansion of the Debenture series (Series B) in a manner which does not hold (direct or indirect) meet the Company’s undertakings with regards to a series expansion in accordance with clause 5 of this Deed.
9.1.25 In case of transferring the control of the Company.
9.1.15. If , unless the transfer of control of the Company does not hold (direct or indirect) control or a control block in Bezeq The Israel Telecommunication Corporation Ltd. (hereinafter, "Bezeq").
9.1.16. If was approved at the Company made an expansion General Meeting of the series Holders of Debentures (Series D) and B), in advance, by a regular resolution. “Transfer of Control” for the purpose of this clause – any transactions, as a result of such expansionwhich, the company rating the Debentures (Series D) decided to downgrade the Debentures (Series D) to a rating lower than the rating none of the Debentures (Series D) prior to the relevant expansion.
9.1.17. If another series Messrs. Sxxxxx Xxxxxx, Ran Fxxxxxxx and Hemi Raphael, directly or indirectly, shall be a holder of Debentures issued by the Company became immediately payable or another material debt of the Company became immediately payable (a material debt means over NIS 200 million) and the recourse to the Company and such immediate repayment is not cancelled within 14 days of controlling interest in the Company's receipt of a written notice thereof.
9.1.18. If For the Debentures (Series D) cease to be rated by a rating company for a period exceeding 60 consecutive days, for reasons and/or circumstances within the Company's control.
9.1.19. If a dividend is distributed contrary to the provisions matter of this Indenture.
9.1.20. If a merger is performed without the prior consent of the Debenture Holdersclause, unless the Company or surviving company, “Control” – as the case may be, declares to term is defined in the Debenture Holders at least ten Business Days prior to the date of the merger, that there is no reasonable concern that the surviving company will be unable to perform its undertakings vis-à-vis the Debenture Holders following such mergerSecurities Law.
9.1.21. If a reasonable concern exists that the Company will be unable to perform its material undertakings towards the Debenture Holders. For purposes of this Section 9.1 –
Appears in 1 contract
Samples: Deed of Trust (Ellomay Capital Ltd.)
Immediate Repayment. 9.1. Upon satisfaction the occurrence of the groundscauses, conditions and/or circumstances set forth fort below, the provisions of Sections 9.2 below section 9.3.1 hereafter shall apply:
9.1.1. There is a A material worsening has occurred in the Company's ’s business as compared to its state of affairs compared with such status on at the date of issuanceissuance date, and there is a material real concern that the Company will not be unable able to repay the Debentures in a timely manneron time.
9.1.2. The Debentures are were not repaid in a timely manner on time or another material undertaking given provided in favor of the Debenture Holders is was not satisfied. Howeverfulfilled, however it shall be possible to declare the Debentures (Series DA) may immediately repayable due to this, only be accelerated and/or collateral, if given, may only be realized, consequently, if the breach is was not remedied within 14 amended by the end of a period of fourteen (14) days of after the date of the breach.
9.1.3. The Company fails to did not publish a financial statement which it is required by to publish according to any law or according to the provisions of this Indenture to publishDeed, within 30 days of after the last date on which it is required to make such publicationobligated publish it. This Section section shall not apply in the event that case where the Company receives shall receive an extension for submitting to submit its financial statements from a competent an qualified authority or in accordance with the provisions of the Indenturethis Deed, in which case the time period for publication such an event this count of the Company's financial statements days shall commence as of begin to be counted commencing from the last date provided set forth in such the aforementioned extension.
9.1.4. The Debentures are de-listed have been delisted from TASE trade on the Stock Exchange in accordance with the TASE Rules and Regulationsprovisions of the Stock Exchange bylaws.
9.1.59.2. A Upon the occurrence of the conditions or circumstances set fort below, and provided that a resolution of the Debenture Holders Meeting has been lawfully adopted, the provisions of section 9.3.2 hereafter shall apply upon the fulfillment of the terms or circumstances set forth hereafter,:
9.2.1. If a motion was filed for receivership motion or motion to appoint a permanent receiver (temporary or temporary receiver over permanent) on the Company’s assets, all or a portion of the Company's assets is filedmost, or if an order for the appointment of shall be given to appoint a temporary receiver is rendered, and such orders are – which was not vacated dismissed or cancelled within forty-forty five (45) days of being after they were filed or renderedgranted, as applicable, respectively; or – if an order is issued for the appointment of was given to appoint a permanent receiver over on the Company’s assets, all or a portion of the Company's assetsmost. Notwithstanding the foregoingaforesaid, the Company shall not be granted given any cure period with respect to the motions or orders that were filed or renderedgranted, as applicablerespectively, by the Company or at with its requestconsent.
9.1.6. The (a) If the Company files shall file a motion to issue a stay of proceedings or if such order shall be granted as mentioned or if the Company shall file a motion for an order to freeze proceedings settlement or such an order is issued, or the Company files a motion for an arrangement with its creditors under Section according to section 350 of the Companies Law (except for the purpose of a merger with another company Company and/or a company restructuring change in the Company’s structure or splitsplit that is not prohibited according to the terms of this Deed, and other than except for arrangements between the Company and its shareholders that are not prohibited according to the terms of this Deed, and which shall do not affect on the Company's ’s ability to repay the Debentures) or if the Company shall propose in another manner a settlement or arrangement to its creditors, in light of the Company’s lack of ability to meet its undertakings on time; or (b) – if a motion shall be submitted according to section 350 of the Companies Law against the Company (not with its consent) which was not dismissed or cancelled within forty five (45) days after it was submitted.
9.2.3. If a lien shall be imposed on a Material Asset and except for assets that the finance that was received for them is without recourse to the Company (non–recourse), or if any action shall be performed of execution against any such Material Asset; and the lien was not removed, or the action was not cancelled, respectively, within 45 days after they were imposed or performed, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions filed or given, respectively, by the Company or with its consent.
9.2.4. If the Company shall cease to continue to operate and/or manage its business, as these are at the time of this Deed of Trust, and/or it shall notify of its intent to cease from continuing to operate its business as it is at the time of this Deed of Trust, and/or to manage its business. It is clarified that as long as the majority of the Company’s business is in the field of energy it shall be considered as continuing to manage its business.
9.2.5. If the two following conditions shall occur, in the aggregate: (a) the rating of the Debentures (Series A) has decreased below ilBBB minus (or an equivalent rating by another rating company, insofar as it shall come in place of the company that rates the Debentures (Series A) at the signature date of this Deed of Trust) and (b) the ratio of the equity to the balance sheet of the Company, on a consolidated basis, shall be less than a rate of 25%.
9.2.6. If the Company shall adopt a decision to liquidate (except for liquidation as a result of a merger with another Company as mentioned in section 9.2.16 hereafter) or if a final permanent liquidation order shall be given with respect to the Company by court or a permanent liquidator shall be appointed to it.
9.2.7. If a temporary liquidation order shall be given by the court, or a temporary liquidator shall be appointed for the Company, or if any judicial decision of a similar nature shall be granted, and the appointment, the order or the decision as mentioned were not dismissed or cancelled within forty five (45) days after the day on which they were given or from the date the decision was granted, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders that were filed or given, respectively, by the Company or with its consent.
9.2.8. The Company ceased or notified of its intention to cease conducting its business as this shall be from time to time, and if the Company stopped or notified of its intention to stop its payments (subject to the cure periods insofar as these are included in this Deed of Trust). If the Company shall cease conducting its business as set forth in this section, the Company shall submit an Immediate Report of this.
9.2.9. A Material Debt of the Company, or another series of the Company’s debentures, was declared immediately repayable.
9.2.10. The Debentures have ceased to be rated and this is for a period exceeding 60 consecutive days, due to reasons and/or circumstances that are only in the Company’s control.
9.2.11. The auditors of the Company shall write a going concern note in their report which is attached to the consolidated financial statements of the Company.
9.2.12. Not fulfilling one or more of the financial criteria in Appendix 6.2 of this Deed of Trust at the end of the Examination Period (as defined in Appendix 6.2 of the Deed of Trust), and this non fulfillment was not cured according to its financial statements for the following calendar quarter after the Examination Period, provided that the Company was not given an extension to cure as mentioned in section 27 of the Deed of Trust or surviving companyin section 17.1.1 of the Deed of Trust (in this section: the “Cure Period”) or, a waiver was not given to the Company for the breach as mentioned in section 27 of the Deed of Trust.
9.2.13. The non fulfillment of its undertakings concerning the distribution of dividends included in Appendix 6.2 of this Deed of Trust.
9.2.14. There is a real concern that the Company shall not meet its material undertakings towards the Debenture Holders.
9.2.15. If the Company shall breach the terms of the Debentures or the Deed of Trust by a fundamental breach or if it will not perform any of its material undertakings within their framework, and the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it or if a material representation of the representations of the Company in the Debentures or in the Deed of Trust is discovered to be incorrect and/or not complete, and in the event that this is a breach that can be cured – the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it.
9.2.16. If a Merger was performed without receiving a prior approval of the Holders of the Debentures (Series A) by an ordinary majority, unless the Company or the receiving Company declared, as the case may be, declares to holders towards the Holders of Debentures the Debenture (Series DA), including via the Trustee, at least ten (10) Business Days prior to before the merger date of merger or restructuring, that there is no reasonable concern that as a result of such merger the Company or the surviving receiving company, as the case may be, will would not be unable able to perform fulfill its undertakings vis-à-vis towards the Debenture Holders as a result of such merger or restructuring), or if a motion is filed under Section 350 of the Companies Law against the Company (without its consent) and is not dismissed or vacated within 30 days of being filed or issued. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as applicable, at the Company's sole initiative or at its request.
9.1.7. An attachment is imposed on the material assets of the Company, with the exception of assets with respect to which non-recourse financing has been received, or execution actions are carried out with respect to such material assets; and such attachment is not removed or the action cancelled within forty-five (45) days after being imposed or carried out, as the case may be. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as the case may be, at the Company's its initiative or request.
9.1.8. The Company ceases to engage in and/or to conduct its business as shall be at the time of this Indenture, and/or announces its intention to cease conducting its business affairs as shall be at the time of this Indenture and/or to conduct them and/or the Company ceases or announces its intention to cease its payments to the Debenture Holders.
9.1.9. The Company makes a decision to liquidate (other than liquidation as a result of a merger with another company and/or restructuring or split, provided that the Company or surviving company, as the case may be, declares to Holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company or the surviving company, as the case may be, shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger or restructuring), or if the court issues a final and permanent liquidation order for the Company, or a permanent liquidator is appointed for the Company.
9.1.10. The court issues a temporary liquidation order or a temporary liquidator is appointed for the Company, or any judicial decision of a similar nature is rendered (other than a liquidator for purposes of a merger with another company and/or a restructuring of the Company, provided that the Company or the surviving company, as the case may be, declares to Holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the surviving company shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger), and such appointment, order or decision is not vacated or cancelled within forty-five (45) days of being issued or granted, as the case may be. Notwithstanding the foregoing, the Company shall not be granted any cure period with respect to motions filed or granted, as the case may be, at the Company's initiative or request.
9.1.11. A "going concern" note is made in the Company's financial statements for a period of two consecutive quarters.
9.1.12. It becomes apparent that any of the Company's representations in the Debentures or Indenture are incorrect and/or incomplete, and, if the breach is curable, such breach is not remedied within 10 days of receipt of a notice regarding the breach, during which the Company takes action to remedy such breach.
9.1.13. If TASE suspends trading in the Debentures, other than suspension due to ambiguity, as provided in the Part Four of TASE Rules and Regulations, and the suspension of trade is not cancelled within 60 Trading Days.
9.1.14. If Eurocom Communications Ltd. does not hold (direct or indirect) control of the Company.
9.1.15. If the Company does not hold (direct or indirect) control or a control block in Bezeq The Israel Telecommunication Corporation Ltd. (hereinafter, "Bezeq").
9.1.16. If the Company made an expansion of the series of Debentures (Series D) and as result of such expansion, the company rating the Debentures (Series D) decided to downgrade the Debentures (Series D) to a rating lower than the rating of the Debentures (Series D) prior to the relevant expansionA).
9.1.17. If another series of Debentures issued by the Company became immediately payable or another material debt of the Company became immediately payable (a material debt means over NIS 200 million) and the recourse to the Company and such immediate repayment is not cancelled within 14 days of the Company's receipt of a written notice thereof.
9.1.18. If the Debentures (Series D) cease to be rated by a rating company for a period exceeding 60 consecutive days, for reasons and/or circumstances within the Company's control.
9.1.19. If a dividend is distributed contrary to the provisions of this Indenture.
9.1.20. If a merger is performed without the prior consent of the Debenture Holders, unless the Company or surviving company, as the case may be, declares to the Debenture Holders at least ten Business Days prior to the date of the merger, that there is no reasonable concern that the surviving company will be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger.
9.1.21. If a reasonable concern exists that the Company will be unable to perform its material undertakings towards the Debenture Holders. For purposes of this Section 9.1 –
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Samples: Deed of Trust (Ellomay Capital Ltd.)
