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.

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.

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 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 effected on a recognized public stock exchange; orPartner; (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 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 effected on a recognized public stock exchangePartner; (c) in connection with any Change in Control within, among or involving only Persons within the Innisfree Group; 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.