Common use of Limitations on Change in Control Clause in Contracts

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 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; oror‌ (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; (c) [INTENTIONALLY DELETED]; or (cd) 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 provision of this Agreement: (de) Project Co will not be, nor will it become at any time, a Restricted Person; and (ef) except as a result of a transaction referred to in (bSection 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 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) [Not used.]; or (cd) otherwise: (1) prior to the Transfer Restriction Date, with the written consent of the AuthorityProvince, which may be given or withheld in the AuthorityProvince’s discretion; and (2) after the Transfer Restriction Date, with the written consent of the AuthorityProvince, which will not be unreasonably withheld or delayed. Notwithstanding any other provisions provision of this Agreement: (de) Project Co will not be, nor will it become at any time, a Restricted Person; and (ef) except as a result of a transaction referred to in (bSection 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 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) not used; or (cd) otherwise: (1i) prior to the Transfer Restriction Date, with the written consent of the AuthorityProvince, which may be given or withheld in the AuthorityProvince’s discretion; and (2ii) after the Transfer Restriction Date, with the written consent of the AuthorityProvince, which will not be unreasonably withheld or delayed. Notwithstanding any other provisions of this Agreement: (de) Project Co will not be, nor will it become at any time, a Restricted Person; and (ef) 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; (c) [Intentionally Deleted]; or (cd) 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 provision of this Agreement: (de) Project Co will not be, nor will it become at any time, a Restricted Person; and (ef) except as a result of a transaction referred to in (bSection 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 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: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.