Immediate Repayment. 9.1. Upon the occurrence of one or more of the causes set forth hereinafter and so long as they are occurring, the Trustee and the Holders of Debentures shall be entitled to put the balance of the amount due to the Holders in accordance with the Debentures for immediate repayment, or to realize collaterals (inasmuch as they shall be given) for guaranteeing the Company’s undertakings to the Holders of Debentures, and the provisions of clause 9.2 hereafter shall apply, as the case may be: 9.1.1 If a material worsening has occurred in the Company’s business as compared to its state at the issuance date, and there is a real concern that the Company will not be able to repay the Debentures on time. 9.1.2 If the Company has not repaid by of the payments it owes in accordance with The Debentures or in accordance with this Deed, or another material undertaking provided in favor of the Debenture Holders was not fulfilled, however it shall be possible to declare the Debentures (Series B) immediately repayable due to this, only if the breach was not amended by the end of a period of seven (7) days after the date of breach. 9.1.3 If the Company did not publish a financial statement which it is required to publish according to any law or according to the provisions of this Deed, within 30 days after the last date on which it is obligated publish it. This clause shall not apply in the case where the Company shall receive an extension to submit its financial statements from a qualified authority or in accordance with the provisions of this Deed, in such an event this count of days shall begin to be counted commencing from the last date set forth in the aforementioned extension. 9.1.4 If the Debentures (Series B) have been delisted from trade on the Stock Exchange. 9.1.5 If a motion was filed for receivership or to appoint a receiver (temporary or permanent) on the Company’s assets, all or most, or if an order shall be given to appoint a temporary receiver for the Company’s assets, all or most of them – which was not dismissed or cancelled within forty five (45) days after they were filed or granted, respectively; or – if an order was given to appoint a permanent receiver on the Company’s assets, all or most. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to the motions or orders that were filed or granted, respectively, by the Company or with its consent. For this matter, “most of the Company assets” – as this term is defined hereinafter. (a) If the Company shall file a motion to issue a stay of proceedings or if the Company shall file a motion for settlement or arrangement with its creditors in accordance with Section 350 of the Companies Law (except for the purpose of a merger with another Company as stated in clause 9.1.20 of the Deed and/or a change in the Company’s structure or split that is not prohibited according to the terms of this Deed, and except for arrangements between the Company and its shareholders that are not prohibited according to the terms of this Deed, and which do not affect the Company’s ability to repay the Debentures) or if the Company shall propose in another manner a settlement or arrangement to its creditors, in light of the Company’s lack of ability to meet its undertakings on time; or (b) – if a motion shall be submitted according to Section 350 of the Companies Law against the Company (not with its consent) which was not dismissed or cancelled within forty five (45) days after it was submitted. Despite the foregoing, the Company shall not be granted any cure period whatsoever pertaining to requests or orders submitted or given, as the case may be, by the Company or with its consent, or in case an order for stay of proceedings is issued against the Company. 9.1.7 If a foreclosure shall be imposed on a Material Asset (except for assets that the finance received for them is project financing and the foreclosure imposed on them was imposed by the financing body or by anyone on its behalf), or if any action shall be performed of execution against any such Material Asset; and the foreclosure was not removed, or the action was not cancelled, respectively, within 45 days after they were imposed or performed, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions filed or given, respectively, by the Company or with its consent. 9.1.8 If the Company shall cease to continue to operate and/or manage its business, as these are at the time of this Deed of Trust, and/or it shall notify of its intent to cease from continuing to operate its business as it is at the time of this Deed of Trust, and/or to manage its business. It is clarified that as long as the majority of the Company’s business is in the field of energy and infrastructure, the Company shall be considered as continuing to manage its business. 9.1.9 If the rating of the Debentures (Series B) has decreased below ilBBB minus (or an equivalent rating by another rating company, insofar as it shall come in place of the company that rates the Debentures (Series B) at the signature date of this Deed of Trust. 9.1.10 If the Company shall adopt a decision to liquidate (except for liquidation as a result of a change of structure or merger with another company as mentioned in clause 9.2.19 of this Deed) or if a final permanent liquidation order shall be given with respect to the Company by court or a permanent liquidator shall be appointed to it. 9.1.11 If a temporary liquidation order shall be given by the court, or a temporary liquidator shall be appointed for the Company, or if any judicial decision of a similar nature shall be granted, and the appointment, the order or the decision as mentioned were not dismissed or cancelled within forty five (45) days after the day on which they were given or from the date the decision was granted, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders that were filed or given, respectively, by the Company or with its consent. 9.1.12 If the Company ceased or notified of its intention to cease conducting its business as this shall be from time to time, and if the Company stopped or notified of its intention to stop its payments. 9.1.13 If the Company is requested to pay by immediate repayment (not in its initiative) a Material Debt of the Company, provided that a request as stated is not revoked within 14 Business Days from the day on which the Material Debt was declared immediately payable, or another series of debentures issued by the Company. 9.1.14 The Debentures have ceased to be rated and this is for a period exceeding 60 consecutive days, due to reasons and/or circumstances that are in the Company’s control. 9.1.15 Not fulfilling one or more of the financial standards in Appendix 6.2 of this Deed of Trust at the end of the Examination Period (as defined in Appendix 6.2 of the Deed of Trust), provided that the Company was not given an extension to cure as mentioned in clause 28 of the Deed of Trust or in clause 18.1.1 of the Deed of Trust (in this clause: the “Cure Period”) or, a waiver was not given to the Company for the breach as mentioned in clause 28 of the Deed of Trust. 9.1.16 If the Company shall perform a distribution (as it is defined in the Companies Law), which does not meet any of the provisions pertaining to a distribution as stated in Appendix 6.2 of the Deed. 9.1.17 There is a real concern that the Company shall not meet its material undertakings towards the Debenture Holders. 9.1.18 If the Company shall breach the terms of the Debentures or the Deed of Trust by a fundamental breach or if it will not perform any of its material undertakings within their framework, and the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it or if a material representation of the representations of the Company in the Debentures or in the Deed of Trust is discovered to be incorrect and/or not complete, and in the event that this is a breach that can be cured – the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it. 9.1.19 If the Company is liquidated or deregistered, for any reason whatsoever, including a deregistration or liquidation for the purpose of merger or in the framework of a share replacement transaction, apart from a merger where the surviving company has taken upon itself all of the Company’s undertakings towards the Holders of Debentures (Series B) as stated in clause 9.1.20 of the Deed. 9.1.20 If a Merger was performed without receiving a prior approval of the Holders of the Debentures (Series B) by regular resolution, unless the surviving company declared, towards the Holders of the Debenture (Series B), including via the Trustee, at least ten (10) Business Days before the merger date that the surviving company has taken upon itself all of the undertakings towards Holders of Debentures and that there is no reasonable concern that as a result of such merger the surviving company would not be able to fulfill its undertakings towards the Holders of the Debentures (Series B). 9.1.21 If the Company breached its undertaking not to create floating charges as set forth in clause 7.4 of this Deed. 9.1.22 If a sale was made of most of the Company’s assets. If a sale was made of most of the Company’s assets as set forth in this clause, the Company shall submit an Immediate Report of this. For this matter, “most of the Company assets” – as this term is defined hereinafter. 9.1.23 If the Stock Exchange suspended the trade of the Debentures (Series B), except for a suspension due to a cause of the creation of vagueness, as this cause is defined in the fourth part of the Stock Exchange bylaws, and the suspension was not cancelled within forty-five (45) Trading Days. 9.1.24 In the event the Company shall perform an expansion of the Debenture series (Series B) in a manner which does not meet the Company’s undertakings with regards to a series expansion in accordance with clause 5 of this Deed. 9.1.25 In case of transferring the control of the Company, unless the transfer of control of the Company was approved at the General Meeting of Holders of Debentures (Series B), in advance, by a regular resolution. “Transfer of Control” for the purpose of this clause – any transactions, as a result of which, none of the Messrs. S▇▇▇▇▇ ▇▇▇▇▇▇, Ran F▇▇▇▇▇▇▇ and Hemi Raphael, directly or indirectly, shall be a holder of controlling interest in the Company. For the matter of this clause, “Control” – as the term is defined in the Securities Law.
Appears in 1 contract
Sources: Deed of Trust (Ellomay Capital Ltd.)
Immediate Repayment. 9.1. Upon the occurrence of one or more of the causes causes, conditions and/or circumstances set forth hereinafter and so long as they are occurringfort below, the Trustee and the Holders of Debentures shall be entitled to put the balance of the amount due to the Holders in accordance with the Debentures for immediate repayment, or to realize collaterals (inasmuch as they shall be given) for guaranteeing the Company’s undertakings to the Holders of Debentures, and the provisions of clause 9.2 section 9.3.1 hereafter shall apply, as the case may be:
9.1.1 If a 9.1.1. A material worsening has occurred in the Company’s business as compared to its state at the issuance date, and there is a real concern that the Company will not be able to repay the Debentures on time.
9.1.2 If the Company has 9.1.2. The Debentures were not repaid by of the payments it owes in accordance with The Debentures or in accordance with this Deed, on time or another material undertaking provided in favor of the Debenture Holders was not fulfilled, however it shall be possible to declare the Debentures (Series BA) immediately repayable due to this, only if the breach was not amended by the end of a period of seven fourteen (714) days after the date of breach.
9.1.3 If the 9.1.3. The Company did not publish a financial statement which it is required to publish according to any law or according to the provisions of this Deed, within 30 days after the last date on which it is obligated publish it. This clause section shall not apply in the case where the Company shall receive an extension to submit its financial statements from a an qualified authority or in accordance with the provisions of this Deed, in such an event this count of days shall begin to be counted commencing from the last date set forth in the aforementioned extension.
9.1.4 If the 9.1.4. The Debentures (Series B) have been delisted from trade on the Stock ExchangeExchange in accordance with the provisions of the Stock Exchange bylaws.
9.1.5 9.2. Upon the occurrence of the conditions or circumstances set fort below, and provided that a resolution of the Debenture Holders Meeting has been lawfully adopted, the provisions of section 9.3.2 hereafter shall apply upon the fulfillment of the terms or circumstances set forth hereafter,:
9.2.1. If a motion was filed for receivership or to appoint a receiver (temporary or permanent) on the Company’s assets, all or most, or if an order shall be given to appoint a temporary receiver for the Company’s assets, all or most of them – which was not dismissed or cancelled within forty five (45) days after they were filed or granted, respectively; or – if an order was given to appoint a permanent receiver on the Company’s assets, all or most. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to the motions or orders that were filed or granted, respectively, by the Company or with its consent. For this matter, “most of the Company assets” – as this term is defined hereinafter.
(a) If the Company shall file a motion to issue a stay of proceedings or if such order shall be granted as mentioned or if the Company shall file a motion for settlement or arrangement with its creditors in accordance with Section according to section 350 of the Companies Law (except for the purpose of a merger with another Company as stated in clause 9.1.20 of the Deed and/or a change in the Company’s structure or split that is not prohibited according to the terms of this Deed, and except for arrangements between the Company and its shareholders that are not prohibited according to the terms of this Deed, and which do not affect on the Company’s ability to repay the Debentures) or if the Company shall propose in another manner a settlement or arrangement to its creditors, in light of the Company’s lack of ability to meet its undertakings on time; or (b) – if a motion shall be submitted according to Section section 350 of the Companies Law against the Company (not with its consent) which was not dismissed or cancelled within forty five (45) days after it was submitted. Despite the foregoing, the Company shall not be granted any cure period whatsoever pertaining to requests or orders submitted or given, as the case may be, by the Company or with its consent, or in case an order for stay of proceedings is issued against the Company.
9.1.7 9.2.3. If a foreclosure lien shall be imposed on a Material Asset (and except for assets that the finance that was received for them is project financing and without recourse to the foreclosure imposed on them was imposed by the financing body or by anyone on its behalfCompany (non–recourse), or if any action shall be performed of execution against any such Material Asset; and the foreclosure lien was not removed, or the action was not cancelled, respectively, within 45 days after they were imposed or performed, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions filed or given, respectively, by the Company or with its consent.
9.1.8 9.2.4. If the Company shall cease to continue to operate and/or manage its business, as these are at the time of this Deed of Trust, and/or it shall notify of its intent to cease from continuing to operate its business as it is at the time of this Deed of Trust, and/or to manage its business. It is clarified that as long as the majority of the Company’s business is in the field of energy and infrastructure, the Company it shall be considered as continuing to manage its business.
9.1.9 9.2.5. If the two following conditions shall occur, in the aggregate: (a) the rating of the Debentures (Series BA) has decreased below ilBBB minus (or an equivalent rating by another rating company, insofar as it shall come in place of the company that rates the Debentures (Series BA) at the signature date of this Deed of Trust) and (b) the ratio of the equity to the balance sheet of the Company, on a consolidated basis, shall be less than a rate of 25%.
9.1.10 9.2.6. If the Company shall adopt a decision to liquidate (except for liquidation as a result of a change of structure or merger with another company Company as mentioned in clause 9.2.19 of this Deedsection 9.2.16 hereafter) or if a final permanent liquidation order shall be given with respect to the Company by court or a permanent liquidator shall be appointed to it.
9.1.11 9.2.7. If a temporary liquidation order shall be given by the court, or a temporary liquidator shall be appointed for the Company, or if any judicial decision of a similar nature shall be granted, and the appointment, the order or the decision as mentioned were not dismissed or cancelled within forty five (45) days after the day on which they were given or from the date the decision was granted, respectively. Notwithstanding the aforesaid, the Company shall not be given any cure period with respect to motions or orders that were filed or given, respectively, by the Company or with its consent.
9.1.12 If the 9.2.8. The Company ceased or notified of its intention to cease conducting its business as this shall be from time to time, and if the Company stopped or notified of its intention to stop its payments.
9.1.13 payments (subject to the cure periods insofar as these are included in this Deed of Trust). If the Company is requested to pay by immediate repayment (not shall cease conducting its business as set forth in its initiative) a this section, the Company shall submit an Immediate Report of this.
9.2.9. A Material Debt of the Company, provided that a request as stated is not revoked within 14 Business Days from the day on which the Material Debt was declared immediately payable, or another series of debentures issued by the Company’s debentures, was declared immediately repayable.
9.1.14 9.2.10. The Debentures have ceased to be rated and this is for a period exceeding 60 consecutive days, due to reasons and/or circumstances that are only in the Company’s control.
9.1.15 9.2.11. The auditors of the Company shall write a going concern note in their report which is attached to the consolidated financial statements of the Company.
9.2.12. Not fulfilling one or more of the financial standards criteria in Appendix 6.2 of this Deed of Trust at the end of the Examination Period (as defined in Appendix 6.2 of the Deed of Trust), and this non fulfillment was not cured according to its financial statements for the following calendar quarter after the Examination Period, provided that the Company was not given an extension to cure as mentioned in clause 28 section 27 of the Deed of Trust or in clause 18.1.1 section 17.1.1 of the Deed of Trust (in this clausesection: the “Cure Period”) or, a waiver was not given to the Company for the breach as mentioned in clause 28 section 27 of the Deed of Trust.
9.1.16 If 9.2.13. The non fulfillment of its undertakings concerning the Company shall perform a distribution (as it is defined in the Companies Law), which does not meet any of the provisions pertaining to a distribution as stated dividends included in Appendix 6.2 of the Deedthis Deed of Trust.
9.1.17 9.2.14. There is a real concern that the Company shall not meet its material undertakings towards the Debenture Holders.
9.1.18 9.2.15. If the Company shall breach the terms of the Debentures or the Deed of Trust by a fundamental breach or if it will not perform any of its material undertakings within their framework, and the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it or if a material representation of the representations of the Company in the Debentures or in the Deed of Trust is discovered to be incorrect and/or not complete, and in the event that this is a breach that can be cured – the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure it.
9.1.19 If the Company is liquidated or deregistered, for any reason whatsoever, including a deregistration or liquidation for the purpose of merger or in the framework of a share replacement transaction, apart from a merger where the surviving company has taken upon itself all of the Company’s undertakings towards the Holders of Debentures (Series B) as stated in clause 9.1.20 of the Deed.
9.1.20 9.2.16. If a Merger was performed without receiving a prior approval of the Holders of the Debentures (Series BA) by regular resolutionan ordinary majority, unless the surviving company Company or the receiving Company declared, as the case may be, towards the Holders of the Debenture (Series BA), including via the Trustee, at least ten (10) Business Days before the merger date that the surviving company has taken upon itself all of the undertakings towards Holders of Debentures and that there is no reasonable concern that as a result of such merger the surviving company Company or the receiving company, as the case may be, would not be able to fulfill its undertakings towards the Holders of the Debentures (Series BA).
9.1.21 If the Company breached its undertaking not to create floating charges as set forth in clause 7.4 of this Deed.
9.1.22 If a sale was made of most of the Company’s assets. If a sale was made of most of the Company’s assets as set forth in this clause, the Company shall submit an Immediate Report of this. For this matter, “most of the Company assets” – as this term is defined hereinafter.
9.1.23 If the Stock Exchange suspended the trade of the Debentures (Series B), except for a suspension due to a cause of the creation of vagueness, as this cause is defined in the fourth part of the Stock Exchange bylaws, and the suspension was not cancelled within forty-five (45) Trading Days.
9.1.24 In the event the Company shall perform an expansion of the Debenture series (Series B) in a manner which does not meet the Company’s undertakings with regards to a series expansion in accordance with clause 5 of this Deed.
9.1.25 In case of transferring the control of the Company, unless the transfer of control of the Company was approved at the General Meeting of Holders of Debentures (Series B), in advance, by a regular resolution. “Transfer of Control” for the purpose of this clause – any transactions, as a result of which, none of the Messrs. S▇▇▇▇▇ ▇▇▇▇▇▇, Ran F▇▇▇▇▇▇▇ and Hemi Raphael, directly or indirectly, shall be a holder of controlling interest in the Company. For the matter of this clause, “Control” – as the term is defined in the Securities Law.
Appears in 1 contract
Sources: Deed of Trust (Ellomay Capital Ltd.)
Immediate Repayment. 9.1. Upon the occurrence of one or more satisfaction of the causes grounds, conditions and/or circumstances set forth hereinafter and so long as they are occurringbelow, the Trustee and the Holders of Debentures shall be entitled to put the balance of the amount due to the Holders in accordance with the Debentures for immediate repayment, or to realize collaterals (inasmuch as they shall be given) for guaranteeing the Company’s undertakings to the Holders of Debentures, and the provisions of clause Sections 9.2 hereafter below shall apply, as the case may be:
9.1.1 If 9.1.1. There is a material worsening has occurred in the Company’s business as 's state of affairs compared to its state at with such status on the issuance datedate of issuance, and there is a real material concern that the Company will not be able unable to repay the Debentures on timein a timely manner.
9.1.2 If the Company has 9.1.2. The Debentures are not repaid by of the payments it owes in accordance with The Debentures or in accordance with this Deed, a timely manner or another material undertaking provided given in favor of the Debenture Holders was is not fulfilledsatisfied. However, however it shall be possible to declare the Debentures (Series BD) immediately repayable due to thismay only be accelerated and/or collateral, if given, may only be realized, consequently, if the breach was is not amended by the end remedied within 14 days of a period of seven (7) days after the date of the breach.
9.1.3 If the 9.1.3. The Company did not fails to publish a financial statement which it is required to publish according to any by law or according to the provisions of this DeedIndenture to publish, within 30 days after of the last date on which it is obligated publish itrequired to make such publication. This clause Section shall not apply in the case where event that the Company shall receive receives an extension to submit for submitting its financial statements from a qualified competent authority or in accordance with the provisions of this Deedthe Indenture, in such an event this count which case the time period for publication of days the Company's financial statements shall begin to be counted commencing from commence as of the last date set forth provided in the aforementioned such extension.
9.1.4 If 9.1.4. The Debentures are de-listed from TASE in accordance with the Debentures (Series B) have been delisted from trade on the Stock ExchangeTASE Rules and Regulations.
9.1.5 If a 9.1.5. A receivership motion was filed for receivership or motion to appoint a permanent or temporary receiver (temporary over all or permanent) on a portion of the Company’s assets, all or most's assets is filed, or if an order shall be given to appoint for the appointment of a temporary receiver for the Company’s assetsis rendered, all or most of them – which was and such orders are not dismissed or cancelled vacated within forty forty-five (45) days after they were of being filed or grantedrendered, respectively; as applicable, or – if an order was given to appoint is issued for the appointment of a permanent receiver on over all or a portion of the Company’s 's assets, all or most. Notwithstanding the aforesaidforegoing, the Company shall not be given granted any cure period with respect to the motions or orders that were filed or grantedrendered, respectivelyas applicable, by the Company or with at its consent. For this matter, “most of the Company assets” – as this term is defined hereinafterrequest.
(a) If the 9.1.6. The Company shall file a motion to issue a stay of proceedings or if the Company shall file files a motion for settlement an order to freeze proceedings or such an order is issued, or the Company files a motion for an arrangement with its creditors in accordance with under Section 350 of the Companies Law (except for the purpose of a merger with another Company as stated in clause 9.1.20 of the Deed company and/or a change in the Company’s structure company restructuring or split that is not prohibited according to the terms of this Deedsplit, and except for other than arrangements between the Company and its shareholders that are not prohibited according to the terms of this Deed, and which do shall not affect the Company’s 's ability to repay the Debentures) or if , provided that the Company shall propose in another manner a settlement or arrangement surviving company, as the case may be, declares to its creditorsholders of Debentures (Series D), in light including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company’s lack of ability Company or the surviving company, as the case may be, will be unable to meet perform its undertakings on time; vis-à-vis the Debenture Holders as a result of such merger or (b) – restructuring), or if a motion shall be submitted according to is filed under Section 350 of the Companies Law against the Company (not with without its consent) which was and is not dismissed or cancelled vacated within forty five (45) 30 days after it was submittedof being filed or issued. Despite Notwithstanding the foregoing, the Company shall not be granted any cure period whatsoever pertaining with respect to requests motions filed or orders submitted granted, as applicable, at the Company's sole initiative or givenat its request.
9.1.7. An attachment is imposed on the material assets of the Company, with the exception of assets with respect to which non-recourse financing has been received, or execution actions are carried out with respect to such material assets; and such attachment is not removed or the action cancelled within forty-five (45) days after being imposed or carried out, as the case may be, by the Company or with its consent, or in case an order for stay of proceedings is issued against the Company.
9.1.7 If a foreclosure shall be imposed on a Material Asset (except for assets that the finance received for them is project financing and the foreclosure imposed on them was imposed by the financing body or by anyone on its behalf), or if any action shall be performed of execution against any such Material Asset; and the foreclosure was not removed, or the action was not cancelled, respectively, within 45 days after they were imposed or performed, respectively. Notwithstanding the aforesaidforegoing, the Company shall not be given granted any cure period with respect to motions filed or givengranted, respectivelyas the case may be, by at the Company Company's its initiative or with its consentrequest.
9.1.8 If the 9.1.8. The Company ceases to engage in and/or to conduct its business as shall cease to continue to operate and/or manage its business, as these are be at the time of this Deed of TrustIndenture, and/or it shall notify of announces its intent intention to cease from continuing to operate conducting its business affairs as it is shall be at the time of this Deed of Trust, Indenture and/or to manage its business. It is clarified that as long as the majority of the Company’s business is in the field of energy and infrastructure, conduct them and/or the Company shall be considered as continuing ceases or announces its intention to manage cease its businesspayments to the Debenture Holders.
9.1.9 If the rating of the Debentures (Series B) has decreased below ilBBB minus (or an equivalent rating by another rating company, insofar as it shall come in place of the company that rates the Debentures (Series B) at the signature date of this Deed of Trust.
9.1.10 If the 9.1.9. The Company shall adopt makes a decision to liquidate (except for other than liquidation as a result of a change of structure or merger with another company and/or restructuring or split, provided that the Company or surviving company, as mentioned in clause 9.2.19 the case may be, declares to Holders of this Deed) Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the Company or the surviving company, as the case may be, shall be unable to perform its undertakings vis-à-vis the Debenture Holders following such merger or restructuring), or if the court issues a final and permanent liquidation order shall be given with respect to for the Company by court Company, or a permanent liquidator shall be is appointed to itfor the Company.
9.1.11 If 9.1.10. The court issues a temporary liquidation order shall be given by the court, or a temporary liquidator shall be is appointed for the Company, or if any judicial decision of a similar nature is rendered (other than a liquidator for purposes of a merger with another company and/or a restructuring of the Company, provided that the Company or the surviving company, as the case may be, declares to Holders of Debentures (Series D), including via the Trustee, at least ten Business Days prior to the date of merger or restructuring, that there is no reasonable concern that the surviving company shall be grantedunable to perform its undertakings vis-à-vis the Debenture Holders following such merger), and the such appointment, the order or the decision as mentioned were is not dismissed vacated or cancelled within forty forty-five (45) days after the day on which they were given of being issued or from the date the decision was granted, respectivelyas the case may be. Notwithstanding the aforesaidforegoing, the Company shall not be given granted any cure period with respect to motions or orders that were filed or givengranted, respectivelyas the case may be, by at the Company Company's initiative or with its consentrequest.
9.1.12 If 9.1.11. A "going concern" note is made in the Company ceased or notified Company's financial statements for a period of its intention to cease conducting its business as this shall be from time to time, and if the Company stopped or notified of its intention to stop its paymentstwo consecutive quarters.
9.1.13 If the Company is requested to pay by immediate repayment (not in its initiative) a Material Debt 9.1.12. It becomes apparent that any of the Company, provided that a request as stated is not revoked within 14 Business Days from the day on which the Material Debt was declared immediately payable, or another series of debentures issued by the Company.
9.1.14 The Debentures have ceased to be rated and this is for a period exceeding 60 consecutive days, due to reasons and/or circumstances that are 's representations in the Company’s control.
9.1.15 Not fulfilling one or more of the financial standards in Appendix 6.2 of this Deed of Trust at the end of the Examination Period (as defined in Appendix 6.2 of the Deed of Trust), provided that the Company was not given an extension to cure as mentioned in clause 28 of the Deed of Trust or in clause 18.1.1 of the Deed of Trust (in this clause: the “Cure Period”) or, a waiver was not given to the Company for the breach as mentioned in clause 28 of the Deed of Trust.
9.1.16 If the Company shall perform a distribution (as it is defined in the Companies Law), which does not meet any of the provisions pertaining to a distribution as stated in Appendix 6.2 of the Deed.
9.1.17 There is a real concern that the Company shall not meet its material undertakings towards the Debenture Holders.
9.1.18 If the Company shall breach the terms of the Debentures or the Deed of Trust by a fundamental breach or Indenture are incorrect and/or incomplete, and, if it will not perform any of its material undertakings within their framework, and the breach was is curable, such breach is not cured remedied within 14 10 days after receiving of receipt of a notice regarding the breach, during which the Company shall act takes action to cure it remedy such breach.
9.1.13. If TASE suspends trading in the Debentures, other than suspension due to ambiguity, as provided in the Part Four of TASE Rules and Regulations, and the suspension of trade is not cancelled within 60 Trading Days.
9.1.14. If Eurocom Communications Ltd. does not hold (direct or if a material representation indirect) control of the representations of the Company in the Debentures or in the Deed of Trust is discovered to be incorrect and/or not complete, and in the event that this is a breach that can be cured – the breach was not cured within 14 days after receiving a notice regarding the breach, during which the Company shall act to cure itCompany.
9.1.19 9.1.15. If the Company is liquidated does not hold (direct or deregisteredindirect) control or a control block in Bezeq The Israel Telecommunication Corporation Ltd. (hereinafter, for any reason whatsoever, including a deregistration or liquidation for "Bezeq").
9.1.16. If the purpose of merger or in the framework of a share replacement transaction, apart from a merger where the surviving company has taken upon itself all Company made an expansion of the Company’s undertakings towards the Holders series of Debentures (Series BD) and as stated in clause 9.1.20 result of such expansion, the Deed.
9.1.20 If company rating the Debentures (Series D) decided to downgrade the Debentures (Series D) to a Merger was performed without receiving a prior approval of rating lower than the Holders rating of the Debentures (Series BD) prior to the relevant expansion.
9.1.17. If another series of Debentures issued by regular resolutionthe Company became immediately payable or another material debt of the Company became immediately payable (a material debt means over NIS 200 million) and the recourse to the Company and such immediate repayment is not cancelled within 14 days of the Company's receipt of a written notice thereof.
9.1.18. If the Debentures (Series D) cease to be rated by a rating company for a period exceeding 60 consecutive days, for reasons and/or circumstances within the Company's control.
9.1.19. If a dividend is distributed contrary to the provisions of this Indenture.
9.1.20. If a merger is performed without the prior consent of the Debenture Holders, unless the Company or surviving company declaredcompany, towards as the Holders of case may be, declares to the Debenture (Series B), including via the Trustee, Holders at least ten (10) Business Days before prior to the merger date that the surviving company has taken upon itself all of the undertakings towards Holders of Debentures and merger, that there is no reasonable concern that as a result of such merger the surviving company would not will be able unable to fulfill perform its undertakings vis-à-vis the Debenture Holders following such merger.
9.1.21. If a reasonable concern exists that the Company will be unable to perform its material undertakings towards the Holders of the Debentures (Series B).
9.1.21 If the Company breached its undertaking not to create floating charges as set forth in clause 7.4 Debenture Holders. For purposes of this Deed.
9.1.22 If a sale was made of most of the Company’s assets. If a sale was made of most of the Company’s assets as set forth in this clause, the Company shall submit an Immediate Report of this. For this matter, “most of the Company assets” – as this term is defined hereinafter.
9.1.23 If the Stock Exchange suspended the trade of the Debentures (Series B), except for a suspension due to a cause of the creation of vagueness, as this cause is defined in the fourth part of the Stock Exchange bylaws, and the suspension was not cancelled within forty-five (45) Trading Days.
9.1.24 In the event the Company shall perform an expansion of the Debenture series (Series B) in a manner which does not meet the Company’s undertakings with regards to a series expansion in accordance with clause 5 of this Deed.
9.1.25 In case of transferring the control of the Company, unless the transfer of control of the Company was approved at the General Meeting of Holders of Debentures (Series B), in advance, by a regular resolution. “Transfer of Control” for the purpose of this clause – any transactions, as a result of which, none of the Messrs. S▇▇▇▇▇ ▇▇▇▇▇▇, Ran F▇▇▇▇▇▇▇ and Hemi Raphael, directly or indirectly, shall be a holder of controlling interest in the Company. For the matter of this clause, “Control” – as the term is defined in the Securities Law.Section 9.1 –
Appears in 1 contract