Permitted Dealing. 40.2.1 The Partner may mortgage or charge or assign the benefit of this Agreement to an Approved Funder details of whom have been notified to the Council to secure monies advanced in connection with discharging the obligations under this Agreement and carrying out and disposing of the Development.
40.2.2 The Partner may direct the Council to grant any Phase Lease to a Group Company or to an Approved Funder or to a third party where such third party directly covenants with the Council to comply with the obligations in this Agreement relating to the relevant Phase or Sub-phase to be demised by the relevant Phase Lease PROVIDED THAT:-
Permitted Dealing. 40.2.1 The Partner may mortgage or charge or assign the benefit of this Agreement to an Approved Funder details of whom have been notified to the Council to secure monies advanced in connection with discharging the obligations under this Agreement and carrying out and disposing of the Development.
40.2.2 The Partner may direct the Council to grant any Phase Lease to a Group Company or to an Approved Funder or to a third party where such third party directly covenants with the Council to comply with the obligations in this Agreement relating to the relevant Phase or Sub-phase to be demised by the relevant Phase Lease PROVIDED THAT:-
(a) the identity of:
(i) any third party proposed tenant; and
(ii) the identity of any further Group Company/ies where Phase Leases have been granted to five Group Companies has been approved by the Council (such approval not to be unreasonably withheld or delayed);
(b) the Partner will still remain liable to the Council for the performance of its obligations in this Agreement; and
(c) the Partner Group Company, the Approved Funder, the third party or the Partner (as shall be the tenant in the Phase Lease) shall enter into an Overage Deed on completion of the Phase Lease.
40.2.3 The Council may assign the benefit of this Agreement to a Government Minister or body under the direction of a Government Minister, a statutory successor of the Council or another local authority.
Permitted Dealing. (a) During the Escrow Period, the Holder may Deal in any of its Consideration Shares if the Dealing arises solely as a result of:
(i) the acceptance a bona fide third party offer under a Takeover Bid in relation to those Consideration Shares, provided that the holders of at least half of the Shares that are not subject to any voluntary escrow deed, and to which the offers under the bid relate, have accepted the bid; or
(ii) the transfer or cancellation of the Consideration Shares in the Company as part of a scheme of arrangement under Part 5.1 of the Corporations Act, provided that the scheme of arrangement has received all necessary approvals, including all such necessary court and shareholder approvals, provided, in each case, that if for any reason any or all Consideration Shares are not transferred or cancelled in accordance with such a Takeover Bid or scheme of arrangement (including because the Takeover Bid does not become unconditional), then the Holder agrees that the restrictions applying to the Consideration Shares under this deed will continue to apply.
(b) Notwithstanding any condition to the contrary in this deed, during the Escrow Period, the Holder may transfer (in one or more transactions) any or all Consideration Shares to an Affiliate or Professional Trustee of the Holder provided:
(i) such Affiliate or Professional Trustee agrees to be bound by the terms and conditions of this deed by entering into such further agreements as the Company may reasonably require (provided that the Company may not require any change to the remaining duration of the restrictions in clause 3 or to the nature of those restrictions); and
(ii) the transfer does not result in a change to the beneficial ownership of the Consideration Shares.
(c) During the Escrow Period, the Holder may Deal in any of its Consideration Shares to the extent the Dealing is required by applicable law (including an order of a court of competent jurisdiction), provided that any recipient of the Consideration Shares will no longer be bound by any restrictions on Dealing.
(d) Notwithstanding any condition to the contrary in this deed, during the Escrow Period, the Holder may Deal in any of its Consideration Shares upon the death or incapacity of the Holder, provided that the transferee will no longer be bound by any restrictions on Dealing in respect of the Consideration Shares.
Permitted Dealing. 35 8.4 Mortgage.......................................................................................... 35 8.5 Dealing with Track Infrastructure................................................................. 37 9. TERMINATION........................................................................................ 37 ---------------------------------------------------------------------------------------------------------- NOTE:- Every annexed page shall be signed by the parties to the dealing, or where the party is a corporate body, be signed by the persons who have attested the affixing of the seal of that body to the dealing.
Permitted Dealing. Each of the following is a Permitted Dealing:
8.3.1 a licence over or use of the Rail Corridor for the purposes of a legislative access regime, or any other access regime established or recognised under Part 111A of the Trade Practices Act;
