Common use of Change of Control of the Borrower Clause in Contracts

Change of Control of the Borrower. the Borrower shall have suffered a Change of Control, then the Lenders' obligation to make the Credit Facility available shall cease and the Agent, on behalf of the Lenders, may (with the consent of the Majority Lenders) and shall (upon the Majority Lenders' instruction) by notice to the Borrower, (i) declare the entire balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and under the Note due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (provided that upon the happening of an event specified in subsections (i) or (k) of this Section 9.1, the Note shall be immediately due and payable without declaration or other notice to the Borrower), (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (i) or (k) of this Section 9.1, it will pay) to the Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In such event, the Agent and the Lenders may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement or in the Note or in aid of the exercise of any power granted herein or therein, or the Agent and the Lenders may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by applicable laws for the collection of all sums due, or so declared due, on the Note, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower hereunder and/or under the Note (whether or not then due) all moneys and other amounts of the Borrower , then or thereafter in possession of the Lenders, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with the Lenders and every other claim of the Borrower then or thereafter against the Lenders.

Change of Control of the Borrower. (a) If any person or group of persons acting in concert gains control of the Borrower or upon a Flotation of any Material Subsidiary (as defined in paragraphs (a) or (b) of the definition of Material Subsidiary) or the sale of all or substantially all of the assets of the Group (whether in a single transaction or a series of related transactions and whether voluntary or involuntary): (i) the Borrower shall have suffered a Change of Control, then promptly notify the Lenders' obligation to make the Credit Facility available shall cease and the Agent, Agent (on behalf of the Lenders, may Finance Parties) upon becoming aware of that event; (with ii) a Lender shall not be obliged to fund a Utilisation; (iii) the consent Borrower and the Finance Parties shall enter into negotiations in good faith to determine how to continue the Facility; (iv) if no agreement is reached within thirty days of the Majority Lenderschange of control, Flotation or sale the Loans shall, subject to sub-paragraph (v) and shall (upon the Majority Lenders' instruction) by notice to the Borrowerbelow, (i) declare the entire balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and under the Note become due and payable whereupon in full, together with accrued interest, and all other amounts accrued under the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (provided that upon the happening of an event specified in subsections (i) or (k) of this Section 9.1, the Note shall Finance Documents be immediately due and payable without declaration or other notice to together within the Borrower)thirty days following, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees Facility will be immediately cancelled on, the earlier of: (A) the last day of that negotiation period; and (B) the date upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (i) or (k) of this Section 9.1, which it will pay) to the Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In such event, is determined by the Agent and the Borrower that no agreement can be reached; and (v) if Lenders may proceed whose aggregate Commitments are more than 50% of the Total Commitments at that time agree that no prepayment or cancellation should be required, the Borrower shall only be obliged to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement or repay the participations in the Note Loans of those Lenders that do not so agree and the Commitments of those Lenders only shall be cancelled and Loans and accrued interest shall be repaid only to the extent owing to such Lenders in accordance with sub-paragraph (iv) above. (b) For the purpose of paragraph (a) control means: (i) the power (whether by ownership of shares, proxy, contract, agency or in aid otherwise) to: (A) cast, or control the casting of, more than one-half of the exercise number of any power granted herein votes of the Borrower; or (B) appoint or thereinremove all, or the Agent and the Lenders may proceed to enforce the payment majority, of the Note when due or to enforce any other legal or equitable right shareholders representatives on the supervisory board of the Lenders, or proceed to take any action authorized or permitted by applicable laws for Borrower; or (ii) the collection holding of all sums due, or so declared due, on the Note, including, without limitation, the right to appropriate and hold or apply (directly, by way of setmore than one-off or otherwise) to the payment half of the obligations issued share capital of the Borrower hereunder and/or under (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital). (c) For the Note purpose of paragraph (whether or not then duea) all moneys and other amounts of acting in concert shall have the Borrower , then or thereafter meaning given to the German term gemeinsam handelnd in possession of the Lenders, the balance of any deposit account (demand or time, matured or unmaturedsection 2(5) of the Borrower then or thereafter with German takeover code (Wertpapiererwerbs- und Übernahmegesetz). (d) For the Lenders and every other claim purpose of paragraph (a) Flotation means: (i) A successful application being made for the admission of any part of the Borrower then share capital of any member of the Group to the Frankfurt Stock Exchange or thereafter against any other stock exchange; or (ii) The grant of permission to deal in any part of the Lendersissued share capital of any member of the Group on the European Acquisition of Securities Dealers Automated Quotation System or on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any exchange or market replacing the same or any other exchange or market in any country.

Change of Control of the Borrower. the The Borrower shall have suffered a Change of Control, ; then the Lenders' ’ obligation to make the Credit Facility available shall cease and the Facility Agent, on behalf of the Lenders, may (with the consent of the Majority Lenders) and shall (upon the Majority Lenders' ’ instruction) by notice to the Borrower, (i) declare the entire balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and under the Note Notes due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (provided that upon the happening of an event specified in subsections (i) or (k) of this Section 9.1, the Note Notes shall be immediately due and payable without declaration or other notice to the Borrower), (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (i) or (k) of this Section 9.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In such event, the Facility Agent and the Lenders may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement or in the Note Notes or in aid of the exercise of any power granted herein or therein, or the Facility Agent and the Lenders may proceed to enforce the payment of the Note Notes when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by applicable laws for the collection of all sums due, or so declared due, on the NoteNotes, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower hereunder and/or under the Note Notes (whether or not then due) all moneys and other amounts of the Borrower , then or thereafter in possession of the Lenders, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with the Lenders and every other claim of the Borrower then or thereafter against the Lenders.