Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner effected on a recognized public stock exchange; or
(c) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion; and
(2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed. Notwithstanding any other provisions of this Agreement:
(d) Project Co will not be, nor will it become at any time, a Restricted Person; and
(e) except as a result of a transaction referred to in (b) above, a Person who is a Restricted Person will not acquire any ownership interest (whether directly or indirectly) in Project Co or in any Person that has control of Project Co.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner effected on a recognized public stock exchange; or
(c) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion; and
(2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Holding Company of Project Co effected on a recognized public stock exchange; or
(c) otherwise with the written consent of the Owner, which may be given or withheld in the Owner’s discretion. Notwithstanding any other provision of this Agreement:
(d) Project Co will not be, nor will it become at any time, a Restricted Person; and
(e) except as a result of a transaction referred to in Section 16.2(b) above, a Person who is a Restricted Person will not acquire any ownership interest (whether directly or indirectly) in Project Co or in any Person that has control of Project Co.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Collateral Agent under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement, provided that such Change in Control does not result in a Restricted Person obtaining Control of Project Co;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or any other Person effected on a recognized public stock exchange;
(c) if Control of Project Co following the Change in Control is held by one or more Affiliates of Project Co immediately prior to the Change in Control; or
(d) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion; or
(2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) further to the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement, provided that such Change of Control does not result in a Restricted Person obtaining Control of Project Co;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co effected on a recognized public stock exchange; or
(c) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of PUC, which may be given or withheld in PUC’s discretion; and
(2) after the Transfer Restriction Date, with the written consent of PUC, which will not be unreasonably withheld or delayed.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner effected on a recognized public stock exchange;
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur, except:
(a) in connection with the exercise of rights of the Senior Creditors under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner effected on a recognized public stock exchange;
(c) in connection with respect to the Partners and their Affiliates, any direct or indirect change in the ownership or control of any legal, beneficial or equitable interest in any or all of the shares, units or equity, to a member of SNC-Lavalin Group Inc. and any body corporate, partnership, Affiliate, or other entity controlled (as defined in the Business Corporations Act (British Columbia)) by SNC-Lavalin Group Inc. or its Affiliates controlled or managed by SNC-Lavalin Group Inc. or its Affiliates; or
(d) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of BC Hydro, which may be given or withheld in BC Hydro’s discretion; and
(2) after the Transfer Restriction Date, with the written consent of BC Hydro, which will not be unreasonably withheld or delayed.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur during the Term, except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Direct Lenders Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co, Project Contractor, Affiliate, Partner or of any Holding Company of a Partner, effected on a recognized public stock exchange; or
(c) otherwise with the written consent of the City, which may be given or withheld in the City’s discretion. Project Co shall comply with the requirements of Section 22.5 [Costs of Request for Consent] to the extent applicable to the change of control event.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner effected on a recognized public stock exchange;
(c) in connection with (i) with respect to the Brookfield Partners and their Affiliates, any direct or indirect change in the ownership or control of any legal, beneficial or equitable interest in any or all of the shares, units or equity, to a member of the Brookfield Sponsor Corporate Group or (ii) with respect to the Forum Partner, any direct or indirect change in the ownership or control of any legal, beneficial or equitable interest in any or all of the shares, units or equity, to a member of the Forum Sponsor Corporate Group;
(d) otherwise:
(i) prior to the Transfer Restriction Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion; and
(ii) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed.
Limitations on Change in Control. No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur except:
(a) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement;
(b) arising from any bona fide open market transaction, effected on a recognized public stock exchange, in any shares or other securities of Project Co or of any Partner or of any Holding Company of a Partner;
(c) any transfer of interests in Project Co between the Partners or their Affiliates; or
(d) otherwise:
(1) subject to Section 16.2(d)(3), prior to the Transfer Restriction Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion;
(2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed; and
(3) with respect to a bona fide private placement of shares or securities of Bilfinger Xxxxxx Project Investments S.C.A. SICAR (the indirect Holding Company of Bilfinger Xxxxxx KVH Inc.) provided that Bilfinger Xxxxxx KVH Inc. continues to be a Partner of Project Co, with the written consent of the Authority, which will not be unreasonably withheld or delayed.
