Mandatory Prepayment on Change of Control. If there is a Change of Control, the Borrower shall be obliged to prepay all of the Loan no later than 60 days following the Change of Control unless such Change of Control is, before the end of such period, approved by the Agent acting with the consent of the Majority Lenders.
Mandatory Prepayment on Change of Control. 7.2.1 Unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders), ninety (90) days from the date a Change of Control occurs (a “Prepayment Date”):
(a) all Loans together with all incurred interest and all other amounts owing to under this Agreement shall be repaid in full; and
(b) the Lenders’ obligations shall be terminated and each Lender’s Commitments shall be cancelled.
7.2.2 For the purposes of this Agreement a “Change of Control” will occur if the Parent ceases to control directly or indirectly 2/3 of the voting rights of the Borrowers.
7.2.3 The Borrowers shall give the Facility Agent prompt notice when it becomes aware of a Change of Control or a proposed Change of Control.
Mandatory Prepayment on Change of Control. (a) If at any time any single person or group of persons acting in concert (other than, directly or indirectly, the State of The Netherlands) acquires control of the Company or acquires more than 50 per cent. of the equity share capital of the Company, then the Company will promptly upon becoming aware thereof notify the Facility Agent who shall inform the Lenders thereof. For this purpose, “control” means the power to appoint or dismiss the management and the supervisory board of the relevant entity, whether through the ownership of voting capital, the provisions of the constitutional documents of the entity or otherwise, and “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 by any of them, either directly or indirectly, of shares in the Company, to obtain or consolidate control of the Company.
Mandatory Prepayment on Change of Control. If a Change of Control occurs, the Company shall prepay in full the outstanding principal amount of the Notes, without penalty or premium. Prior to complying with this Section 3.05, but in any event within 30 days following a Change of Control, the Company will either repay all its outstanding Senior Debt or obtain the requisite consents, if any, under the Credit Agreement to permit the prepayment of the Notes.
Mandatory Prepayment on Change of Control. If there is a Change of Control or Borrower B is delisted from NASDAQ OMX Copenhagen A/S:
7.8.1 the relevant Borrower shall promptly notify the Agent of such Change of Control or delisting as soon as it becomes aware of it;
7.8.2 upon the Lenders becoming aware of such Change in Control or delisting and unless the Lenders agree otherwise in writing, the Commitments will immediately be cancelled and each Borrower shall repay its relevant Tranche (to the extent already advanced prior to the Change of Control) within 7 days of notice from the Agent.
Mandatory Prepayment on Change of Control. (a) If there occurs a situation where more than 50 per cent. of the Borrower’s issued share capital which carries a right to vote is owned by any person or group of persons (other than the Republic of France or any French public entity) acting in concert, the Borrower and the Lenders shall enter into negotiations for a period of not more than 60 days (the “Negotiation Period”) and if, following the Negotiation Period, the Lenders have failed to reach unanimous agreement with the Borrower as to whether the Facilities will continue and the terms for such continuation then a Lender which has not agreed to the continuation of the Facilities shall be entitled to require the Borrower to prepay its participation in the Advances and to have its Commitment cancelled in full.
(b) Any prepayments required to be made pursuant to this Clause 8.2 shall be made on the last day of the current Interest Periods relating to the relevant Advances.
(c) A cancellation of a Lender’s Commitment pursuant to this Clause 8.2 shall take effect from the next Business Day after the last day of the Negotiation Period.
Mandatory Prepayment on Change of Control. 12.1.1 If any person or group of persons acting in concert gains control of the Company:
(a) the Company shall promptly notify the Facility Agent upon becoming aware of that event;
(b) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and
(c) if a Lender so requires, the Facility Agent shall, by not less than 30 days notice to the Company, cancel that Lender's Available Commitments and declare all outstanding Loans due to such Lender, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon that Lender's Available Commitment will be cancelled and all such outstanding amounts will become immediately due and payable.
12.1.2 For the purpose of sub-clause 12.1.1 above "control" means:
Mandatory Prepayment on Change of Control. If a Change of Control occurs:
(a) the relevant Borrower and/or the Guarantor (as the case may be) shall promptly notify the Agent upon having knowledge of that event;
(b) no Lender shall be obliged to fund or continue to fund any Advance; and
(c) the Agent, acting on the instructions of the Majority Lenders, may, by not less than 10 Business Days’ notice to the Borrowers:
(i) in the case of a Change of Control in respect of a Borrower, cancel the Commitments in respect of the Advance relating to the Ship owned by that Xxxxxxxx and declare all amounts outstanding under that Advance immediately due and payable together with accrued interest (and any other amount payable under Clause 22 or otherwise); and
(ii) in the case of a Change of Control in respect of the Guarantor, cancel the loan facility provided for under this Agreement and declare the Loan, together with accrued interest (and any other amount payable under Clause 22 or otherwise), and all other amounts accrued under the Finance Documents and any Master Agreement, immediately due and payable, whereupon the Total Commitments shall be cancelled and all such outstanding amounts will become immediately due and payable by the Borrowers or, in the case of amounts due under any Master Agreement, by the Guarantor.
Mandatory Prepayment on Change of Control. The Borrowers must prepay the Loan in full and the undrawn Commitment shall be immediately cancelled in the event that:
(i) there is any change in the direct or indirect ownership of any Borrower without the prior written consent of the Lenders; or
(ii) the number of shares of and in NMAC owned by Navios Maritime Holdings Inc., Xxx. Xxxxxxxx Xxxxxxx and their respective Affiliates in aggregate falls, without the prior written consent of the Lenders, below 30% of the issued shares of NMAC; or
(iii) any other person or persons acting in concert acquire, without the prior written consent of the Lenders, directly or indirectly, more than 50% of the issued shares of, or voting rights in, NMAC or acquire the right to control the appointment of a majority of the members of the board of directors of NMAC.
Mandatory Prepayment on Change of Control. Upon an acquisition of Borrower by a “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), whether by merger or consolidation, or a transaction or series of transactions pursuant to which the holders of Borrower’s voting Equity Securities immediately prior to such transaction or series of transactions do not hold at least 50% of the voting power of Borrower or any resulting company after such transaction or transactions, or the sale of all or substantially all of Borrower’s assets (a “Change of Control”), Borrower shall prepay the Advances, in an amount equal to the outstanding principal amounts Advances, plus accrued and unpaid interest thereon through and including the date of such prepayment, plus the Final Payment, plus any other amounts then due to Agent or Lenders; provided, that if any such Advances are prepaid (i) on or prior to the date that is 2 years after Closing, there will be a 2.0% premium on the outstanding principal amount payable in conjunction with the prepayment, and (ii) after the date that is 2 years after Closing, there will be a 1.0% premium on the outstanding principal amount payable in conjunction with the prepayment (the “Mandatory Prepayment Premium”).
