Common use of Ownership and control of the Borrower Clause in Contracts

Ownership and control of the Borrower. If: (a) at any time when the ordinary share capital of the Borrower is not publicly listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders of the Borrower by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate do not or will not, directly or indirectly, control the Borrower and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (b) at any time following the listing of the ordinary share capital of the Borrower on an Approved Stock Exchange: (i) any Third Party: (A) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Borrower; or (B) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Borrower, and, at the same time as any of the events described in paragraphs (A) or (B) of this Clause have occurred and are continuing, the Lim Family (together or individually) and Apollo in the aggregate do not, directly or indirectly, beneficially own at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (ii) the Borrower ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,

Appears in 4 contracts

Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.), Secured Loan Facility Agreement (NCL CORP Ltd.)

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Ownership and control of the Borrower. If: (a) at any time when the ordinary share capital of the Borrower or parent company of the Borrower is not publicly listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders of the Borrower or parent company of the Borrower by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate do not or will not, directly or indirectly, control the Borrower and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (b) at any time following the listing of the ordinary share capital of the Borrower or parent company of the Borrower on an Approved Stock Exchange: (i) any Third Party: (A) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Borrower; or (B) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Borrower, and, at the same time as any of the events described in paragraphs (A) or (B) of this Clause have occurred and are continuing, the Lim Family (together or individually) and Apollo in the aggregate do not, directly or indirectly, beneficially own at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (ii) the Borrower (or such parent company) ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,

Appears in 2 contracts

Samples: Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.)

Ownership and control of the Borrower. If: (a) at any time when the ordinary share capital of the Borrower is not publicly listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders of the Borrower by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate individually do not or will not, directly or indirectly, control the Borrower and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (b) at any time following the listing of the ordinary share capital of the Borrower on an Approved Stock Exchange: (i) any individual or any Third Party: (A) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Borrower; or (B) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Borrower, and, at the same time as any of the events described in paragraphs (A) or (B) of this Clause have occurred and are continuing, the Lim Family (together or individually) and Apollo in the aggregate individually do not, directly or indirectly, beneficially own at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (ii) the Borrower ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,

Appears in 1 contract

Samples: Revolving Loan Facility Agreement (NCL CORP Ltd.)

Ownership and control of the Borrower. If: (a) at any time when the ordinary share capital of the Borrower is not publicly listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders of the Borrower by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate individually do not or will not, directly or indirectly, control the Borrower and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (b) at any time following the listing of the ordinary share capital of the Borrower on an Approved Stock Exchange: (i) any individual or any Third Party: (A) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Borrower; or (B) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Borrower, and, at the same time as any of the events described in paragraphs (A) or (B) of this Clause have occurred and are continuing, the Lim Family (together or individually) and Apollo in the aggregate individually do not, directly or indirectly, beneficially own own, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (ii) the Borrower ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,

Appears in 1 contract

Samples: Secured Loan Facility Agreement (NCL CORP Ltd.)

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Ownership and control of the Borrower. If: (a) at any time when the ordinary share capital of the Borrower is not publicly listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders of the Borrower by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate do not or will not, directly or indirectly, control the Borrower and beneficially own, directly or indirectly, at least fifty one [**] per cent (51%) [**] of the issued share capital of, and equity interest in, the Borrower; or (b) at any time following the listing of the ordinary share capital of the Borrower on an Approved Stock Exchange: (i) any Third Party: (A) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Borrower; or (B) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Borrower, and, at the same time as any of the events described in paragraphs (A) or (B) of this Clause have occurred and are continuing, the Lim Family (together or individually) and Apollo in the aggregate do not, directly or indirectly, beneficially own at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Borrower; or (ii) the Borrower ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,

Appears in 1 contract

Samples: Secured Loan Facility Agreement (NCL CORP Ltd.)

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