COMPANY;
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(B)
"CONTROL" MEANS, IN RELATION TO THE COMPANY, THE POWER
(WHETHER BY WAY OF OWNERSHIP OF SHARES, PROXY, CONTRACT, AGENCY OR OTHERWISE)
TO:
(i)
cast, or control the casting of, more
than one half of the maximum number of votes that might be cast at a general
meeting of the Company; or
(ii)
appoint or remove all, or the majority, of
the directors or other equivalent officers of the Company; or
(iii)
give directions with respect to the
operating and financial policies of the Company generally which the directors or
other equivalent officers of the Company are obliged to comply with;
(C)
"CONTINUING DIRECTORS" MEANS DIRECTORS OF THE COMPANY WHO
WERE IMMEDIATELY PRIOR TO THE OCCURRENCE OF ANY EVENT OR CIRCUMSTANCE THAT WOULD
(BUT FOR THE PROVISO SET OUT IN SUB-PARAGRAPH (A)(I) ABOVE) RESULT IN A CHANGE
OF CONTROL, DIRECTORS, NOMINEES OF SUCH DIRECTORS OR NOMINEES OF THE INITIAL
INVESTORS.
(B)
UPON THE OCCURRENCE OF A CHANGE OF
CONTROL OR THE SALE OF THE WHOLE OR SUBSTANTIALLY THE WHOLE OF THE GROUP'S
BUSINESS AND ASSETS, THE FACILITY AGENT (ACTING ON THE INSTRUCTIONS OF THE
MAJORITY LENDERS) MAY BY NOT LESS THAN 90 DAYS NOTICE TO THE COMPANY, CANCEL THE
FACILITIES IN FULL AND REQUIRE THAT THE TERM LOANS, EACH REVOLVING LOAN AND EACH
BANK GUARANTEE SHALL BE PREPAID IN FULL TOGETHER WITH INTEREST THEREON AND ALL
OTHER AMOUNTS ACCRUED AND OWING BY EACH PARTY (OTHER THAN A FINANCE PARTY) UNDER
THE FINANCE DOCUMENTS.
11.8
EQUITY PROCEEDS
(A)
FOR THE PURPOSE OF THIS CLAUSE 11.8,
"EQUITY PROCEEDS" MEANS THE CASH PROCEEDS (AFTER DEDUCTING ANY COSTS REASONABLY
INCURRED IN RAISING SUCH EQUITY PROCEEDS) IN EXCESS OF EUR 40,000,000 RAISED
FROM THE PRIMARY ISSUANCE BY THE COMPANY OR ANY OTHER MEMBER OF THE GROUP OF
SHARES OR OTHER EQUITY INSTRUMENT ON ANY RECOGNISED STOCK EXCHANGE OR OTHER
CAPITAL MARKET.
(B)
NO MEMBER OF THE GROUP SHALL BE
PERMITTED TO RAISE EQUITY PROCEEDS TO FUND (DIRECTLY OR INDIRECTLY) THE PAYMENT
OF A DIVIDEND OR OTHER DISTRIBUTION TO ANY SHAREHOLDER OF THE COMPANY.
(C)
NOTWITHSTANDING THE TERMS OF PARAGRAPH
(D) BELOW, ANY EQUITY PROCEEDS SPECIFICALLY RAISED FOR THE PURPOSE OF PREPAYING
THE FACILITIES SHALL BE APPLIED IN PAYMENT OF THE FACILITIES WITHIN 5 BUSINESS
DAYS OF RECEIPT.
(D)
SUBJECT TO PARAGRAPH (C) ABOVE, THE
COMPANY SHALL PROCURE THAT EACH MEMBER OF THE GROUP SHALL APPLY AN AMOUNT EQUAL
TO THE AMOUNT OF EQUITY PROCEEDS RECEIVED BY IT FOR THE PARTICULAR PURPOSE FOR
WHICH THEY WERE RAISED PROVIDED THAT SUCH PURPOSE IS PERMITTED UNDER THIS
AGREEMENT (A "SPECIFIED PURPOSE")
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WITHIN 12 MONTHS OF THE DATE OF RECEIPT (OR SHALL BE COMMITTED TO BE APPLIED FOR
SUCH PURPOSE WITHIN SUCH PERIOD AND APPLIED WITHIN 24 MONTHS OF THE DATE OF
RECEIPT).
IF SUCH EQUITY PROCEEDS ARE NOT APPLIED TOWARDS A SPECIFIED PURPOSE
WITHIN THE TIME PERIODS REFERRED TO ABOVE, THEN THE COMPANY SHALL PROCURE THAT
THE BORROWERS PREPAY LOANS IN AN AMOUNT EQUAL TO 50% OF THE AMOUNT OF SUCH
EQUITY PROCEEDS