Mandatory Prepayments on Sale, Change of Control or Listing Sample Clauses
The 'Mandatory Prepayments on Sale, Change of Control or Listing' clause requires a borrower to immediately repay outstanding loan amounts if certain significant events occur, such as the sale of major assets, a change in ownership or control, or the public listing of the company. In practice, this means that if the company is sold to new owners, merges with another entity, or goes public, the lender is entitled to receive repayment of the loan, often in full or in part, from the proceeds of these transactions. This clause primarily protects the lender by ensuring that they are repaid in situations where the borrower's risk profile or business structure changes substantially, thereby reducing the lender's exposure to unforeseen risks.
Mandatory Prepayments on Sale, Change of Control or Listing. (a) If any of the events listed in Clause 14.3(d) occurs, then forthwith thereafter (unless otherwise agreed with the Agent acting on the instructions of all the Lenders):
(i) each Borrower will prepay all Advances (other than the Facility C Advances) drawn by it, accrued interest thereon and all other sums payable under this Agreement and the other Senior Finance Documents;
(ii) the Revolving Facility Commitments will be cancelled and the Revolving Facility Commitment of each Lender shall be reduced to zero; and
(iii) the relevant Borrower will provide cash cover in accordance with Clause 1.4 (Cash Cover) in an amount equal to, and in the currency of, the Total Contingent Liabilities of all the Revolving Facility Lenders under all outstanding Letters of Credit and Lender Guarantees issued for the account of such Borrower.
(b) Prior to the repayment, prepayment or cancellation in full of Facility A, Facility B, the Revolving Facility and the Ancillary Facilities, no prepayment will be made of Facility C and the Facility C Lenders shall have no rights or claims under Clause 14.3(a) and Clause 14.8 (Prepayments: Order of Application);
(c) Once Facility A, Facility B, the Revolving Facility and the Ancillary Facilities have been repaid/prepaid and/or cancelled in full, if any of the events listed in Clause 14.3(d) occurs then forthwith thereafter (unless otherwise agreed with the Agent acting on the instructions of all the Lenders) the Facility C Borrower will prepay all Facility C Advances drawn by it, accrued interest thereon and all other sums payable under this Agreement and the Senior Finance Documents.
(d) The events referred to in Clause 14.3(a) and (c) are the following:
(i) a Sale;
(ii) a Change of Control;
(iii) a Listing; or
(iv) Bond Refinancing Default.
(e) For the purposes of this Agreement:
Mandatory Prepayments on Sale, Change of Control or Listing or from the proceeds of the 2004 Bonds (as provided under Clause 14.2 (Mandatory Prepayments on Non-completion of Portuguese Acquisition)) or from Net Proceeds (as provided under Clause 14.4 (Proceeds of Asset Disposals)) or the proceeds of insurance claims (as provided under Clause 14.5 (Insurances)) shall be applied as follows:
Mandatory Prepayments on Sale, Change of Control or Listing. (a) If any of the events listed in Clause 14.3(b) occurs, then forthwith thereafter (unless otherwise agreed with the Agent acting on the instructions of all the Lenders):
(i) each Borrower will prepay all Advances drawn by it, accrued interest thereon and all other sums payable under this Agreement and the other Senior Finance Documents;
(ii) the Revolving Facility Commitments will be cancelled and the Revolving Facility Commitment of each Lender shall be reduced to zero; and
(iii) the relevant Borrower will provide cash cover in accordance with Clause 1.4 (Cash Cover) in an amount equal to, and in the currency of, the Total Contingent Liabilities of all the Revolving Facility Lenders under all outstanding Letters of Credit and Lender Guarantees issued for the account of such Borrower.
(b) The events referred to in Clause 14.3(a) are the following:
(i) a Sale; or
(ii) a Change of Control; or
(iii) a Listing.
(c) For the purposes of this Agreement:
Mandatory Prepayments on Sale, Change of Control or Listing or from the proceeds of the 2004 Bonds (as provided under Clause 14.2 (Mandatory Prepayments on Non-completion of Portuguese Acquisition)) or from Net Proceeds (as provided under Clause 14.4 (Proceeds of Asset Disposals) or the proceeds of insurance claims (as provided under Clause 14.5 (Insurances)) or the Net Acquisition Proceeds (as provided under Clause 14.6 (P▇▇▇▇▇▇ Acquisition Proceeds) or Excess Cashflow (as provided under Clause 14.7 (Excess Cashflow)) no mandatory prepayment of Facility C shall be made within the first year from the P▇▇▇▇▇▇ Closing Date. If a mandatory prepayment is made of Facility C within the second year of the P▇▇▇▇▇▇ Closing Date the Borrower shall pay to the Agent a prepayment fee of 2% of Facility C being so prepaid for the benefit of the relevant participating Lenders in Facility C and if a prepayment is made during the third year following the P▇▇▇▇▇▇ Closing Date the prepayment fee shall be 1% of Facility C being so prepaid. Thereafter there shall be no prepayment fee.
Mandatory Prepayments on Sale, Change of Control or Listing or from the proceeds of the 2004 Bonds (as provided under Clause 14.2 (Mandatory Prepayments on Non-completion of Portuguese Acquisition)) or from Net Proceeds (as provided under Clause 14.4(a) (Proceeds of Asset Disposals)) or the proceeds of insurance claims (as provided under Clause 14.5(a) (Insurances)) or the Net Acquisition Proceeds (as provided under Clause 14.6(a) (P▇▇▇▇▇▇ Acquisition Proceeds)) or from Excess Cashflow (as provided under Clause 14.7(a) (Excess Cashflow)) then the amounts prepaid shall be applied as follows: