Common use of Mandatory prepayment - change of control Clause in Contracts

Mandatory prepayment - change of control. (a) For the purposes of this Clause 7.2: a “Change of Control” occurs if any person or group of persons acting in concert (other than any Permitted Transferee) gains direct or indirect control over the Company, provided that a Change of Control will not occur: (i) solely as a result of all of the issued share capital of the Company (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) being transferred to a newly-incorporated holding company (“TopCo”) if: (A) as a result of such transfer no person or persons acting in concert other than TopCo acquires direct or indirect control (as defined below) of the Company; (B) TopCo is not a Restricted Party; (C) prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and ​ ​ (D) no person or persons acting in concert (other than any Permitted Transferee) shall acquire: (1) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (I) cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of ▇▇▇▇▇; (II) appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or (III) give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or (2) legally or beneficially more than 50% of the issued share capital of TopCo 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; (ii) for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (i) above are complied with; or (iii) as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (i) above are complied with.

Mandatory prepayment - change of control. (a) For the purposes of this Clause 7.2: a “Change of Control” occurs if any person or group of persons acting in concert (other than any Permitted Transferee) gains direct or indirect control over the Company, provided that a Change of Control will not occur: (i) solely as a result of all of the issued share capital of the Company (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) being transferred to a newly-incorporated holding company (“TopCo”) if: (A) as a result of such transfer no person or persons acting in concert other than TopCo acquires direct or indirect control (as defined below) of the Company; (B) TopCo is not a Restricted Party; (C) prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and ​ ​ (D) no person or persons acting in concert (other than any Permitted Transferee) shall acquire: (1) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (I) cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of ▇▇▇▇▇TopCo; (II) appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or (III) give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or (2) legally or beneficially more than 50% of the issued share capital of TopCo 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; (ii) for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (i) above are complied with; or (iii) as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (i) above are complied with.

Mandatory prepayment - change of control. (a) For the purposes of this Clause 7.2: a “Change of Control” occurs if any person or group of persons acting in concert (other than any Permitted Transferee) gains direct or indirect control over the Company, provided that a Change of Control will not occur: (i) solely as a result of all of the issued share capital of the Company (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) being transferred to a newly-incorporated holding company (“TopCo”) if: (A) as a result of such transfer no person or persons acting in concert other than TopCo acquires direct or indirect control (as defined below) of the Company; (B) TopCo is not a Restricted Party; (C) prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and ​ ​and (D) no person or persons acting in concert (other than any Permitted Transferee) shall acquire: (1) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (I) cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of ▇▇▇▇▇;; ​ ​ ​ (II) appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or (III) give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or (2) legally or beneficially more than 50% of the issued share capital of TopCo 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; (ii) for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (i) above are complied with; or (iii) as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (i) above are complied with.