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SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

 

6.                                      REPAYMENT

 

6.1                               Repayment of Loans

 

The Loan will be repaid in full on the Final Repayment Date.

 

6.2                               Reborrowing

 

The Borrower may not reborrow any part of the Facility which is repaid.

 

7.                                      PREPAYMENT AND CANCELLATION

 

7.1                               Illegality

 

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it is or will become unlawful for any Affiliate of a Lender for that Lender to do so:

 

(a)                                 that Lender shall promptly notify the Agent upon becoming aware of that event;

 

(b)                                 upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

 

(c)                                  to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.9 (Right of prepayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

 

7.2                               Change of control

 

If:

 

(a)                                 Mr. Shen ceases to be the chairman of the board of directors or the chief executive officer of the Borrower; or

 

(b)                                 Mr. Shen and Ms. Zhang and any entities controlled by Mr. Shen and/or Ms. Zhang, together, cease directly or indirectly to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, 50.1 per cent or more of the maximum number of votes that may be cast at a general meeting of the Borrower (including with respect to the election of directors),

 

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