Common use of Changes in Ownership Clause in Contracts

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart Nissan, Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the tile fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA SMCH, Smart Cars, Inc., and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA SMCH, Smart Cars, Inc. and Dealer under this Agreement. FAASMCH, Smart Cars, Inc., Dealer, the Dealer Principal and the Executive Manager agree that any change in the tile ownership of Dealer or in Smart Cars, Inc., other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Smart Cars, Inc., and Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Smart Cars, Inc., and Dealer will be issued or sold. (iii) neither Dealer nor Smart Cars, Inc., will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer Smart Cars, Inc., will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Smart Cars, Inc., and Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock stock, of Smart Cars, Inc., and Dealer, or the merger of Smart Cars, Inc., and Dealer with or into, or the consolidation of Smart NissanCars, Inc., and Dealer with any other entity, if as a result of such transaction, that FAA the Smart Cars, Inc., and Dealer will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAASMCH's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, SMCH must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart NissanFAA Serramonte , Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart NissanFAA Stevens Creek, Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart NissanFAA Concord N, Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart NissanFAA Dublin N, Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer -Dealer hereunder are not assignable, transferable or salable by FAA Lithia and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA Lithia and Dealer under this Agreement. FAALithia, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer or in Lithia, other than specified herein herein, requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, stock of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of stock f Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer Lithia will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock stock, of Dealer, or the merger of and Dealer with or into, or the consolidation of Smart Nissan, Inc., and Dealer with any other entity, if as a result of such transaction, that FAA Lithia will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, entity acquires more than 20% of FAALithia's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, Lithia must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and DealerCCAR, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer or CCAR under this Agreement. FAAAgreement Dealer, DealerCCAR, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than Dealer, or CCAR specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no saleownership interest is acquired in CCAR by a person or entity which notifies CCAR via Schedule 13D filed with the Securities and Exchange Commission,(Dealer shall advise Seller in writing, pledgeand attached a copy of that Schedule), hypothecation that results in a person or other entity acquiring an ownership interest in or controlling a twenty percent (20%) of CCAR that intends to or may intend to engage in activities, including acquisitions, mergers, reorganizations, liquidation, sale or transfer of any assets, changes in management of the currently outstanding capital stock of Dealer will be made CCAR and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold.material changes in (iii) neither Dealer or CCAR will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer CCAR will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of DealerCCAR, the issuance or sale of additional shares of capital stock, partnership interest stock or securities convertible into shares of capital stock of DealerCCAR, or the merger of Dealer CCAR with or into, or the consolidation of Smart Nissan, Inc.CCAR, with any other entity, if as a result of such transaction, that FAA the CCAR will cease to own at least 100% of the capital stock or interest of Dealer. (v) If . Furthermore, Xxxxxxxxx agrees that any person or entity, after the date transfer of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an his ownership interest in a Nissan dealership CCAR, or other action (such as dilution due to an "Adverse Person"acquisition), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's which would decrease his overall ownership interest is reduced in CCAR to less than 20%, also requires the prior written consent from Seller, which will not be unreasonably withheld.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA C-CAR, and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and C-CAR and/or Dealer under this Agreement. FAAC-CAR, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer Dealer, other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller, which consent will not be unreasonably withheld: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate consolidated with, any other entity entity, and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iviii) Dealer C-CAR will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or intointo another entity, or the consolidation of Smart Nissan, Inc., Dealer with any other entity, if as a result of such transaction, that FAA C-CAR, or a wholly owned subsidiary, will cease to own at least 100% of the capital stock or interest of Dealer. (viv) If any person or entity, after the date of the initial public offeringthis Agreement, acquires more than 20% of FAAC-CAR's common stock stock, issued and outstanding outstanding, at any time time, and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, C-CAR must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's notice of such determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives objective and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA UAG Northeast, Inc. and DealerDiFeo Partnership, Inc., and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA Dealer, UAG Northeast, Inc. and Dealer DiFeo Partnership, Inc. under this Agreement. FAADealer, DealerUAG Northeast, Inc., DiFeo Partnership, Inc., the Dealer Principal and the Executive executive Manager agree that any change in the ownership of Dealer other than Dealer, UAG Northeast, Inc. or DiFeo Partnership, Inc. specified herein requires the prior written consent of Seller [IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER DEALER] and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer UAG Northeast, Inc. and DiFeo Partnership, Inc. will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer UAG Northeast, Inc. and DiFeo Partnership, Inc. will be issued or sold. (iii) Dealer neither Dealer, UAG Northeast, Inc. nor DiFeo Partnership, Inc. will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer UAG Northeast, Inc. and DiFeo Partnership, Inc. will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of DealerUAG Northeast, Inc. and DiFeo Partnership, Inc., the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock stock, of DealerUAG Northeast, Inc. and DiFeo Partnership, Inc., or the merger of Dealer UAG Northeast, Inc. and DiFeo Partnership, Inc. with or into, or the consolidation consideration of Smart NissanUAG Northeast, Inc.Inc. and DiFeo Partnership, Inc. with any other entity, if as a result of such transaction, that FAA the UAG Northeast, Inc. and DiFeo Partnership, Inc. will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.

Changes in Ownership. In view of the fact that this is a personal -------------------- services agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, this Agreement and the rights and privileges conferred on Dealer hereunder are not assignable, transferable or salable by FAA and Dealer, and no property right or interest is or shall be deemed to be sold, conveyed or transferred to FAA and Dealer under this Agreement. FAA, Dealer, the Dealer Principal and the Executive Manager agree that any change in the ownership of Dealer other than specified herein requires the prior written consent of Seller IF DEALER DESIRES TO REMAIN AN AUTHORIZED NISSAN DEALER and that without the prior written consent of Seller: (i) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock or partnership interest of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (ii) no sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer will be made and no additional shares of capital stock, partnership interest or securities convertible into shares of capital stock, of Dealer will be issued or sold. (iii) Dealer will not be merged with or into, or consolidate with, any other entity and none of the principal assets necessary for the performance of Dealer's obligations under this Agreement will be sold, transferred or assigned. (iv) Dealer will not enter into any transaction, including, without limitation, any sale, pledge, hypothecation or other transfer of any of the currently outstanding capital stock of Dealer, the issuance or sale of additional shares of capital stock, partnership interest or securities convertible into shares of capital stock of Dealer, or the merger of Dealer with or into, or the consolidation of Smart NissanFAA Capitol N, Inc., with any other entity, if as a result of such transaction, that FAA will cease to own at least 100% of the capital stock or interest of Dealer. (v) If any person or entity, after the date of the initial public offering, acquires more than 20% of FAA's common stock issued and outstanding at any time and Nissan determines that such person or entity does not have interests compatible with those of Nissan, or is otherwise not qualified to have an ownership interest in a Nissan dealership (an "Adverse Person"), FAA, upon written notification by Nissan, must cause any subsidiaries, owned, or controlled entities to terminate its dealer agreements with Nissan or transfer the Nissan dealerships to a third party acceptable to Nissan within 90 days after such notification, unless, within 90 days after Nissan's determination, the adverse Person's ownership interest is reduced to less than 20%.