Mandatory prepayment - change of control. (a) For the purposes of this Clause:
Mandatory prepayment - change of control. (a) In this Clause 7.4, “Change of Control” means any of the following events or circumstances: any person or group of persons acting in concert or under an express or implied agreement or understanding, directly or through one or more intermediaries, shall (x) acquire ultimate beneficial or legal ownership of, or control over, more than 50% of the issued shares of the Borrower; (y) acquire ownership of or control over more than 50% of the voting interests in the share capital of the Borrower; or (z) obtain the power (whether or not exercised) to elect not less than half of the directors of the Borrower (provided, however, that any acquisition by Sistema JSFC or any of its Subsidiaries that results in the 50% threshold in paragraphs (x) and (y) above being exceeded, or in the power referred to in paragraph (z) above being obtained, will not be a Change of Control).
Mandatory prepayment - change of control. (a) Upon the occurrence of a Change of Control all of the Commitments shall immediately be automatically cancelled in full and all amounts owing under the Finance Documents will become due and payable on the date falling sixty (60) days after the occurrence of the relevant Change of Control.
(b) For the purpose of this Clause 7.2:
Mandatory prepayment - change of control. (a) For the purposes of this Subclause:
Mandatory prepayment - change of control. On the date of which a Change of Control occurs, notwithstanding anything to the contrary contained in this Agreement, no further Borrowings shall be made and the then outstanding principal amount of all Loans, if any, and other Obligations, shall become due and payable and shall be prepaid in full, together with accrued interest and Fees and the Borrower shall contemporaneously either (i) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to the Required Lenders), or (ii) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations).
Mandatory prepayment - change of control. (a) If, at any time, any person or persons acting in concert (other than DryShips Inc. or other companies controlled by Mr. Xxxxxx Xxxxxxxx) obtains control (directly or indirectly) of 1/3 or more of the shares in the Parent:
(i) the Borrowers (whichever becomes first aware) shall promptly notify the Agent upon becoming aware of that event;
(ii) the Agent shall (if so instructed by any Bank) by not less than 60 days notice to the Borrowers, which notice must be received by the Borrowers no later than 90 days after receipt by the Agent of the notice referred to in sub-paragraph (i) above, cancel the Total Commitment and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under this Agreement due and payable on any Business Day occurring after the expiry of such 60 days period, whereupon the Total Commitment will be cancelled and all such outstanding amounts will become due and payable on such Business Day, and on such Business Day the Borrowers shall deposit immediate cash collateral cover with the Agent in amounts and currencies identical to the amounts representing the maximum contingent liability under the Letter of Credit, plus any outstanding costs, fees, interests and/or expenses, which amounts shall be placed on a blocked deposit account with the Agent bearing interest at the Agent’s usual rate for comparable deposits (so entitled as to indicate the interest of the Agent (on behalf of the Junior Banks) in such account) and the Borrowers agree that such amounts may be applied in fulfilment pro tanto of the Borrowers’ obligations hereunder and that the amounts so deposited will only be released to the Borrowers as and to the extent that they exceed the aggregate of the maximum contingent liability under the Letter of Credit and any outstanding costs, fees, interests and expenses.
(b) For the purpose of paragraph (a) above “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares in the Parent by any of them, either directly or indirectly, to obtain or consolidate control of the Parent.
Mandatory prepayment - change of control. If, except in the context of a group reorganisation where the Company continues to be controlled directly or indirectly by PPL, the Company becomes aware of any person (whether alone or together with any associated person or persons) gaining control of the Company (for these purposes “associated person” means, in relation to any person, a person who is (i) “acting in concert” (as defined in the City Code on Takeovers and Mergers) with that person or (ii) a “connected person” (as defined in section 839 of the Taxes Act) of that person and “
Mandatory prepayment - change of control. (a) The Company must promptly notify the Facility Agent if it becomes aware of any person or group of persons acting in concert which acquires control of the Company.
(b) After notification under paragraph (a) above, each Lender may by notice to the Company:
(i) cancel its Commitments; and
(ii) demand that its participation in all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents be immediately due and payable. Any such notice will take effect in accordance with its terms.
(c) In paragraph (a) above:
(i) control has the meaning given to it in sections 450 and 451 of the Corporation Tax Xxx 0000; and
(ii) acting in concert has the meaning given to it in the City Code on Takeovers and Mergers.
Mandatory prepayment - change of control. (a) For the purposes of this Clause: a CHANGE OF CONTROL occurs if any person or group of persons acting in concert cease(s) to be the beneficial owner directly or indirectly through wholly owned Subsidiaries of more than 50% of the issued share capital of the Company; and
Mandatory prepayment - change of control. 6.3.1 Upon the occurrence of:
(a) a Change of Control; or
(b) the sale of all or substantially all of the assets of Opco whether in a single transaction or a series of related transactions, then:
(i) the Borrower shall promptly notify the Lender upon becoming aware of that event; and
(ii) the Lender may (whether or not the Borrower complied with paragraph (i) above), promptly cancel the Facility and declare the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.
