Common use of Mandatory prepayment - change of control Clause in Contracts

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. (a) IfThe Obligors' Agent must, 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 within 5 days of the shares Obligors' Agent becoming so aware, notify the Facility Agent in writing if it becomes aware of any Change of Control. (b) Upon written notification pursuant to paragraph (a) above, each Lender shall have the right by giving notice to that effect through the Facility Agent to the Obligors' Agent within a period of 10 days following the notification of the Change of Control by the Obligors' Agent, to require the cancellation of its Commitments and prepayment of its participation in the Facilities (including its share of any Documentary Credit) and of each L/G and each Documentary Credit issued by it in its capacity as Documentary Credit Bank and/or any Ancillary Facility made available by it, provided that no Documentary Credit Bank may require the prepayment of any Documentary Credit issued by it unless it requires prepayment in full of its participation in the Facilities. In such case, the Obligors' Agent may within 5 days after receipt of each such notification by the Facility Agent request that each Lender shall enter into good faith negotiations with the Obligors' Agent for a period no longer than 10 days from the date of the Parent: 's request with a view to agreeing a basis on which the Facilities and/or Ancillary Facility can be continued (ithe “CoC Negotiation Period”). To the extent such agreement is reached between all or some of the Lenders and the Obligors' Agent, the Facilities and/or any Ancillary Facility, as the case may be, shall be continued on the agreed basis between the Obligors' Agent and the Lenders wishing to continue if such Lenders have notified the Obligors' Agent (through the Facility Agent) accordingly no later than the Borrowers (whichever becomes first aware) shall promptly notify date falling one Business Day after the Agent upon becoming aware expiry of that event; (ii) the Agent shall (if so instructed by any Bank) by CoC Negotiation Period, provided that, with respect to each Lender which does not less than 60 days give such notice to the BorrowersFacility Agent on or before such date, which notice must such Lender's Commitments shall be received by the Borrowers no later than 90 days after receipt by the Agent of the notice referred to immediately cancelled and its participation in sub-paragraph (i) above, cancel the Total Commitment and declare all outstanding LoansUtilisations, its Ancillary Outstandings and any L/Gs and Documentary Credits it has issued, together with accrued interest, and all other amounts accrued under this Agreement the Finance Documents, shall be immediately due and payable on whereupon: (i) each Borrower must immediately repay to such Lender the portion of each Utilisation by such Lender(s) and any Business Day occurring after the expiry Ancillary Facility made available by it and borrowed from or representing exposure of such 60 days period, whereupon Lender and any Documentary Credit and L/G issued by that Xxxxxx; and (ii) the Total Commitment Commitments of that Lender 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 expensesimmediately cancelled. (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. (ai) IfIf any person, at any time, any person or group of persons acting in concert (other than DryShips Inc. or other companies controlled by Mr. Xxxxxx Xxxxxxxxas defined in the City Code on Takeovers and Mergers) obtains acquires control (directly or indirectlyas defined in the City Code on Takeovers and Mergers) of 1/3 or more of the shares in Company, the Parent: (i) the Borrowers (whichever becomes first aware) Company shall promptly immediately notify the Agent upon becoming aware of that event;Agent. (ii) On the Agent shall (if so instructed by any Bank) by not less than 60 days date falling 5 Business Days after 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 under sub-paragraph (i) above, cancel : (A) the Total Commitment Facility shall be cancelled; and declare (B) each Borrower shall prepay all outstanding Loans, Loans made to it together with accrued interest, 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 by it 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 expensesFinance Documents. (bi) If any Borrower ceases to be beneficially wholly-owned by the Company, the Company shall immediately notify the Agent. For this purpose, a Borrower will be regarded as wholly-owned if a portion of the purpose share capital is required to be held by law by officers of that Borrower. (ii) On the date falling 5 Business Days after notice under sub-paragraph (ai) above “acting in concert” means a group of persons who, the relevant Borrower shall either: (A) prepay all Loans made to it together with accrued interest and all other amounts payable by it under the Finance Documents; or (B) transfer its obligations under the Finance Documents to another Borrower pursuant to an agreement or understanding Clause 28.1(b) (whether formal or informalTransfers by Obligors). (iii) Any amount of a Revolving Credit Loan prepaid under sub-paragraph (ii)(A) above shall, actively cosubject to the other terms of this Agreement, remain available for re-operate, through the acquisition of shares in the Parent borrowing by any of them, either directly or indirectly, to obtain or consolidate control of the Parentother Borrower.

Mandatory prepayment - change of control. (a) If, at any time, any person or persons acting in concert Upon the occurrence of a Change of Control event (other than DryShips Inc. or other companies controlled by Mr. Xxxxxx Xxxxxxxx) obtains control under paragraph (directly or indirectlya) of 1/3 or more that definition), the Company shall ensure that the Facility shall be cancelled in full and the Company shall repay each Loan made to it in full to the Facility Agent for the Lenders forthwith and in any event by the date falling 15 Business Days after the date on which such Change of the shares Control takes effect, in the Parentmanner set out in Clause 7.14 (Mandatory prepayment and cancellation - application of proceeds). (b) Upon the occurrence of a Change of Control event under paragraph (a) of that definition: (i) if the Borrowers relevant Change of Control was not subject to the prior approval or recommendation of the Company's board of directors (whichever conseil d'administration) (a "BOARD APPROVAL") the Total Commitments shall be cancelled in full forthwith and the Company shall repay each Loan made to it in full to the Facility Agent for the Lenders on the date falling 15 Business Days after the date on which such Change of Control becomes first aware) shall promptly notify the Agent upon becoming aware of that event;legally effective; or (ii) if a Board Approval has been given in respect of the Agent shall (if so instructed by relevant Change of Control, then any Bank) by not less than 60 days notice to the BorrowersLender may, which notice must be received by the Borrowers no later than 90 30 calendar days following the Change of Control becoming legally effective, notify the Obligors' Agent (through the Facility Agent) that its participation in the Loan is to be prepaid in full and that its Commitment be cancelled. If a Lender delivers a notice under this paragraph (ii): (A) on the date of that notice the Lender's Commitment shall be cancelled; and (B) on the date following 5 Business Days after receipt by the Agent date of the notice referred to the Company shall prepay that Lender's participation 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 Loans 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 expensesfull. (bc) For The provisions of this Clause 7.12 shall apply and remain in force at all times throughout the purpose term of paragraph this Agreement (a) above “acting in concert” means notwithstanding, for the avoidance of doubt, the occurrence of a group of persons who, pursuant to an agreement or understanding (whether formal or informalRelease Condition Date), 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.