Limitations on Change in Control. Without limitation to Section 16.2, 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, 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) in connection with any Change in Control within, among or involving only Persons within the Innisfree Group; 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; 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 Design-Builder will be permitted (whether by Design-Builder or otherwise) to occur during the Term, except:
(a) arising from any bona fide open market transaction in any shares or other securities of Design-Builder, Affiliate, or of any Holding Company, effected on a recognized public stock exchange; or
(b) otherwise with the written consent of the City, which may be given or withheld in the City’s discretion. Design-Builder shall comply with the requirements of Section 21.5 [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) 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;
(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 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) 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 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 Operations Co will be permitted (whether by Operations Co or otherwise) to occur except: 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project
(a) in connection with the exercise of rights of the Collateral Agent under the Senior Financing Agreements, provided that such Change in Control does not result in a Restricted Person obtaining Control of Operations Co;
(b) arising from any bona fide open market transaction in any shares or other securities of Operations Co or any other Person effected on a recognized public stock exchange;
(c) if Control of Operations Co following the Change in Control is held by:
(1) one or more Affiliates of Operations Co immediately prior to the Change in Control;
(2) one or more funds or other investment vehicles managed by or under common management with one or more of the Investors (or Affiliates thereof) immediately prior to the Change in Control; or
(3) one or more Affiliates of, or funds or other investment vehicles managed by, Macquarie Corporate Holdings Pty Limited or any Affiliate thereof; or
(d) otherwise:
(1) prior to the Transfer Restriction Date, with the written consent of Project Co, which may be given or withheld in Project Co’s discretion; or
(2) after the Transfer Restriction Date, with the written consent of Project Co, which will not be unreasonably withheld or delayed.
