Review Event. (a) If a Review Event occurs:
(i) the Borrower shall promptly notify the Agent upon becoming aware of that event;
(ii) a Lender shall not be obliged to fund the Utilisation;
(iii) during the 45 day period starting on the earlier of the date on which the Agent receives notice of the Review Event and the date on which the Agent becomes aware of the Review Event (Negotiation Period) the Borrower and each other Obligor will seek to negotiate amendments to the Finance Documents to reflect the altered commercial parameters of the transaction as a consequence of the occurrence of the Review Event; and
(iv) if the Obligors and the Lenders are unable to agree amendments to the Finance Documents by the end of the Negotiation Period, and despite anything else in any Finance Document, at the conclusion of the Negotiation Period, the Agent, acting on the instructions of the Majority Lenders, may at any time within 20 days following the end of the Negotiation Period, by giving not less than 60 days’ notice to the Borrower, cancel each Available Commitment of each Lender and declare the Utilisation, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon each such Available Commitment will be immediately cancelled, the Facility shall immediately cease to be available for further utilisation and the Utilisation, accrued interest and other amounts shall become immediately due and payable. Loan Note Subscription Agreement | DLA Piper | 50
Review Event. (a) This Clause 23A applies if a Review Event occurs.
(b) The Obligors must notify the Agent promptly upon becoming aware that a Review Event has occurred.
(c) Regardless of whether the Agent has received a notice under paragraph (b), if instructed by the Majority Lenders, the Agent will notify the Borrower that it has an option (the “Option”) to prepay without penalty (other than amounts payable under clause 11 (Break Costs)) all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, within 90 days after the date of that notice (“Option Period”).
(d) The Borrower may exercise the Option by giving written notice to that effect to the Agent no less than 5 Business Days before the date it intends to make the prepayment.
(e) If the Borrower does not exercise the Option by the date which is 5 Business Days before the expiry of the Option Period, the Agent may by notice to the Borrower cancel the Facility and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.
(f) The Borrower may not deliver a Utilisation Request during the Option Period with a Maturity Date after the last day of the Option Period.
(g) Nothing in this Clause 23A shall be construed as limiting the rights of any Finance Party under clause 23.15 (Acceleration) in respect of any Event of Default which occurs at any time.
Review Event. (a) It is a Review Event if there is a change in:
(1) Control of the Guarantor; or
(2) the composition of the board of the Guarantor.
(b) The Borrower or the Guarantor must notify the Agent as soon as it becomes aware of the occurrence of a Review Event.
(c) The Financier has the right to review the Facility for a period of 60 days from the date on which the Agent receives a notice under clause 11.5(a) or becomes aware of the occurrence of a Review Event.
(d) If the Financier decides that it does not wish to continue to provide the Facility following the occurrence of a Review Event, it must give written notice to that effect to the Borrower within the 60 day review period referred to in clause 11.5(c). The notice must state a date (not earlier than 90 days from the date of the service of the notice) by which the Secured Moneys must be paid in full, and the Borrower must pay the Secured Moneys to the Agent in full on the date stated in the notice.
Review Event the Borrower fails to:
(1) remedy a Review Event following the Remedy Period; or
(2) deliver or perform (as applicable) the Additional Requirements in any time period specified by the Agent;
Review Event. If any securities of the Parent are added to the official list of any stock exchange (other than the official list of the Australian Securities Exchange operated by ASX Limited and the official list of the New York Stock Exchange), then the Lender may, for a period of not less than 60 days after the date the Lender is notified of that event (the “Listing Review Period”), review the terms of any Finance Debt provided under any Loan Document. Following the Listing Review Period the Lender may require repayment on demand of all or part of the Finance Debt provided to any Loan Party and terminate all its facilities, if the Lender, acting reasonably, believes that the Parent’s presence on the official list of such a stock exchange, will have, or is reasonably likely to have, a Material Adverse Effect.
Review Event. (a) It is a review event if there is a change in Control or a material change in the composition of the board or Key Personnel of a Transaction Party.
(b) Each Transaction Party must notify the Agent as soon as it becomes aware of the occurrence of a Review Event.
(c) The Financier has the right to review each Facility for a period of 30 days from the date on which the Agent receives a notice under clause 11.5(b) or becomes aware of the occurrence of a Review Event.
(d) If the Financier decides that it does not wish to continue to provide the Facilities following the occurrence of a Review Event, it must give written notice to that effect to the Borrower within the 30 day review period referred to in clause 11.5(c). The notice must state a date (not earlier than 90 days from the date of the service of the notice) by which the Secured Moneys must be paid in full, and the Borrower must pay the Secured Moneys to the Agent in full on the date nominated in the notice.
Review Event. (a) It will be a review event (“Review Event”) if at any time the Liquidity Reserve Amount is an amount less than:
(i) where the most recent Valuation provided to the Lenders is dated within the last 12 months and the Loan to Value Ratio per that Valuation is greater than or equal to 20%, A$10,000,000;
(ii) where the most recent Valuation provided to the Lenders is dated within the last 12 months and the Loan to Value Ratio per that Valuation is less than 20% but greater than or equal to 15%, A$7,500,000;
(iii) where the most recent Valuation provided to the Lenders is dated within the last 12 months and the Loan to Value Ratio per that Valuation is less than 15%, A$5,000,000; or
(iv) where the most recent Valuation provided to the Lenders is not dated within the last 12 months, A$10,000,000.
(b) If a Review Event occurs, the Lenders may give a notice to the Borrower (a Review Event Notice) requiring the Lenders and Borrower to review in good faith the continuation of the Facility for a period of 65 days after the delivery of such Review Event Notice.
(c) If, on the last Business Day of the each of the two (2) months following the delivery of the Review Event Notice, the Liquidity Reserve Amount exceeds the relevant amounts specified in Clause 22(a), whether as a result of an Equity Contribution or the ordinary trading of the Group, the relevant Review Event will cease and this Clause 22 will cease to apply to that particular occurrence.
(d) If a Review Event still persists at the end of the 65 day consultation period following the delivery of a Review Event Notice, the Lenders will notify the Borrower in writing:
(i) whether and on what terms the Lenders wish to continue to provide the Facility (in their absolute discretion); or
(ii) that the Lenders (in their absolute discretion) elect not to continue providing the Facility, in which case all of the Loans, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents will be due and payable on the date that is 90 days after the date the Borrower receives such notice.
Review Event. (a) It will be a review event (“Review Event”) if at any time the Liquidity Reserve Amount is an amount less than USD25,000,000 (or its equivalent in other currencies).
(b) If a Review Event occurs, the Lenders may give a notice to the Borrower (a Review Event Notice) requiring the Lenders and Borrower to review in good faith the continuation of the Facility for a period of 65 days after the delivery of such Review Event Notice.
(c) If, on the last Business Day of the each of the two (2) months following the delivery of the Review Event Notice, the Liquidity Reserve Amount exceeds the relevant amounts specified in Clause 22(a), whether as a result of an Equity Contribution or the ordinary trading of the Group, the relevant Review Event will cease and this Clause 22 will cease to apply to that particular occurrence.
(d) If a Review Event still persists at the end of the 65 day consultation period following the delivery of a Review Event Notice, the Lenders will notify the Borrower in writing:
(i) whether and on what terms the Lenders wish to continue to provide the Facility (in their absolute discretion); or
(ii) that the Lenders (in their absolute discretion) elect not to continue providing the Facility, in which case all of the Loans, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents will be due and payable on the date that is 90 days after the date the Borrower receives such notice.
Review Event. (a) It is a review event if there is a change in Control;
(b) Each Transaction Party must notify the Agent as soon as it becomes aware of the occurrence of a Review Event.
(c) The Financiers have the right to review the Facility for a period of 30 days from the date on which the Agent receives a notice under clause 13.5(b) or becomes aware of the occurrence of a Review Event.
(d) If the Financiers decide that they do not wish to continue to provide the Facility following the occurrence of a Review Event, they must give written notice to that effect to the Borrower within the 30 day review period referred to in clause 13.5(c). The notice must state a date (not earlier than the earlier of 90 days from the date of the service of the notice or the Repayment Date) by which the Secured Moneys must be paid in full, and the Borrower must pay the Secured Moneys to the Agent in full on the date nominated in the notice.
Review Event. Each of the following is a Review Event:
(a) (Fortrend Securities’ determination) an event or circumstance relating to or affecting the Company which Fortrend Securities reasonably determines may warrant a review of the pricing terms or continuation of the Facility; or
(b) (change of key management) any Key Executive ceases to be employed by the Company and a replacement (approved by Fortrend Securities Standby Subscription Agreement 28 September 2010 900999 v1/HN 17 acting reasonably) is not employed by the Company within 90 days after the date on which the Key Executive ceases to be employed. In this clause, Key Executive means each of: Xxxxxx Xxxxxx, Executive Director, any person employed by the Company to replace a Key Executive and any person whom the Company acknowledges in writing to be a Key Executive; or
(c) (trading in shares generally) trading of all securities quoted on ASX, NYSE or LSE is suspended or limited in a material respect; or
(d) (hostilities) hostilities not existing at the date of this agreement commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia; New Zealand, the United States of America, any member state of the European Union, the United Kingdom, North or South Korea, Indonesia, Japan, Russia or the Peoples Republic of China, or a national emergency is declared by any of those countries or a major terrorist act is perpetrated in any of those countries; or
(e) (change in law) there is introduced into the Parliament of the Commonwealth of Australia or any State or Territory of Australia or the House of Representatives or Senate of the United States of America a law or any new regulation is made under a law or a Government Agency or Regulatory Body adopts a policy and that law, regulation or policy would render any Transaction Document or transaction contemplated by a Transaction Document illegal, void, voidable or unenforceable or would materially adversely affect the Subscriber’s rights under any Transaction Document or the economics of the transactions contemplated by the Transaction Documents.
