Save where. Homes England agrees (in writing) to the contrary, Homes England hereby directs the Grant Recipient to pay the Uplift Amount to Homes England within ten (10) Business Days of the occurrence of a Relevant Event.
Save where. 16.6.1 the Developer or its holding company is a public limited company and is prohibited by listing rules from doing so; or
16.6.2 a Change in Control occurs automatically by operation of law and without the Developer being able to notify in advance,
Save where. Homes England agrees (in writing) to the contrary, Homes England hereby directs the Developer to pay the Uplift Amount to Homes England within ten (10) Business Days of the occurrence of a Relevant Event. 16 Change in Control
16.1 Save in respect of a Change in Control of a company whose shares are listed on a recognised investment exchange as such expression is defined in the Financial Services and Markets Act 2000, during the period prior to and including the date upon which the Practical Completion Tranche Grant is paid in respect of a Firm Scheme, the Developer will not without the prior written consent of Homes England allow any Change in Control of either or both of:
16.1.1 the Developer; or
16.1.2 the holding company of the Developer (if any).
16.2 The consent of Homes England under Clause 16.1 (Change in Control) will not be unreasonably withheld or delayed provided that Homes England is notified about any proposed Change in Control and receives all the information required under Clause 16.4 (Change in Control) at least twenty-five (25) Business Days prior to the Change in Control being effected Homes England hereby records its intention (but without fettering its rights hereunder) to look favourably on applications for consent to Change in Control or which will not adversely affect the delivery of any Firm Scheme or Firm Schemes.
16.3 Without prejudice to the generality of Clause 16.2 (Change in Control), it shall be reasonable for Homes England to withhold its consent either at the date when application for consent to Change in Control is made to Homes England or after that date but before Homes England's consent is given if the proposed Controller:
16.3.1 does not have sufficient
(a) financial standing;
(b) organisational standing and capacity; or
(c) reputation, for it to be reasonable for Homes England to assume that it will ensure that the Developer complies with this Agreement, or
16.3.2 is a Prohibited Person.
16.4 The application for consent to Change in Control must be accompanied by:
16.4.1 full written details setting out all the terms and conditions of the Change in Control reasonably necessary for Homes England to assess whether the delivery of the Firm Schemes might be affected and/or whether the proposed Controller has sufficient financial standing, organisational standing and capacity and reputation for it to be reasonable for Homes England to assume the proposed Controller will be able to comply with this Agreement;
16.4.2 where ...
Save where. 15.28.1 the Grant Recipient or its holding company is a public limited company and is prohibited by listing rules from doing so; or
15.28.2 a Change in Control occurs automatically by operation of Legislation and without the Grant Recipient being able to notify in advance,
Save where. 16.29.1 the Relevant Consortium Member or its holding company is a public limited company and is prohibited by listing rules from doing so; or
16.29.2 a Change in Control occurs automatically by operation of Legislation and without the Relevant Consortium Member being able to notify in advance, the Relevant Consortium Member shall provide Homes England with a completed Constitutional Change Notification at least ten (10) Business Days prior to any Change in Control or (or in the case of any RP Provider) Restructure. Where the circumstances contemplated in Clause 16.29.1 (Review, Monitoring and Reporting) or Clause 16.29.2 (Review, Monitoring and Reporting) apply, the Relevant Consortium Member shall provide Homes England with a completed Constitutional Change Notification within ten (10) Business Days after the relevant Change in Control or Restructure has occurred.
Save where a contrary intention is shown, any reference to Homes England acting reasonably shall be interpreted as requiring Homes England to act in a commercially reasonable manner and any reference to the exercise of a discretion by Homes England shall be construed as permitting Homes England to exercise its discretion freely and without constraint of any kind.
Save where. Consortium Member or its holding company is a public limited company and is prohibited by listing rules from doing so; or
Save where. 9.2.1 the Grant Recipient or any Delivery Partner or their holding company is a public limited company and is prohibited by listing rules from doing so; or
9.2.2 a Change in Control of the Grant Recipient or Delivery Partner occurs automatically by operation of law and without the Grant Recipient or a Delivery Partner being able to notify in advance; the Grant Recipient will provide (and will procure that the Delivery Partner will provide) Homes England with a completed Constitutional Change Notification (in accordance with the requirements of paragraph 1.2 of Part 2 of Schedule 5 (Disposal Conditions) at least ten
Save where. 12.21.1 the Grant Recipient or its holding company is a public limited company and is prohibited by listing rules from doing so; or
12.21.2 a Change in Control occurs automatically by operation of law and without the Grant Recipient being able to notify in advance, the Grant Recipient shall provide Homes England with a completed Constitutional Change Notification (in accordance with the requirements of Clause 11.11 (Operational Obligations)) at least ten (10) Business Days prior to any Change in Control or Restructure. Where the circumstances contemplated in Clause 12.21.1 or Clause 12.21.2 (Review, Monitoring and Reporting)) apply the Grant Recipient shall provide Homes England with a completed Constitutional Change Notification within ten (10) Business Days of the relevant Change in Control or Restructure occurring.
Save where. 16.29.1 the Relevant Consortium Member or its holding company is a public limited company and is prohibited by listing rules from doing so; or
16.29.2 a Change in Control occurs automatically by operation of Legislation and without the Relevant Consortium Member being able to notify in advance, the Relevant Consortium Member shall provide Homes England with a completed Constitutional Change Notification at least ten (10) Business Days prior to any Change in Control or Restructure. Where the circumstances contemplated in Clause 16.29.1 (Review, Monitoring and Reporting) or Clause 16.29.2 (Review, Monitoring and Reporting) apply, the Relevant Consortium Member shall provide Homes England with a completed Constitutional Change Notification within ten (10) Business Days after the relevant Change in Control or Restructure has occurred.
