Permitted Change of Control. Clause 7.1 shall not prohibit a Change of Control of a Project Entity or MineCo (and the provisions of Clause 7.2 shall not apply to such Change of Control) if:
Permitted Change of Control. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for any Change of Control that constitutes a disposition to a Permitted Transferee. If Seller provides NYSERDA with written notice of its intent to effectuate a Change of Control setting forth a description of the transferee describing how it fits within the definition of Permitted Transferee and NYSERDA does not respond within fifteen (15) Business Days, NYSERDA shall be deemed to have confirmed that the proposed Change of Control does not require NYSERDA’s consent.
Permitted Change of Control. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for any Change of Control that constitutes a disposition to a Permitted Transferee. If Seller provides NYSERDA with written notice of its intent to effectuate a Change of Control setting forth a description of the transferee describing how it fits within the definition of Permitted Transferee and NYSERDA does not respond within fifteen (15) Business Days, NYSERDA shall be deemed to have confirmed that the proposed Change of Control does not require NYSERDA’s consent. XXXXXXX agrees to execute a confidentiality agreement, as reasonably determined by Seller as necessary, to protect the disclosures required by this Section. 37 Section VIII.04. Change in Tax Identification Number. Seller must notify NYSERDA within five (5) Business Days of any change in the Seller’s federal tax identification number (W-9 form), and Seller shall promptly provide NYSERDA with a replacement W-9 form. 37
Permitted Change of Control. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for any Change of Control that constitutes a disposition to a Permitted Transferee. If Seller provides NYSERDA with written notice of its intent to effectuate a Change of Control setting forth a description of the transferee describing how it fits within the definition of Permitted Transferee and NYSERDA does not respond within fifteen (15) Business Days, NYSERDA shall be deemed to have confirmed that the proposed Change of Control does not require NYSERDA’s consent. NYSERDA agrees to execute a confidentiality agreement, as reasonably determined by Seller as necessary, to protect the disclosures required by this Section. Change in Tax Identification Number . Seller must notify NYSERDA within five (5) Business Days of any change in the Seller’s federal tax identification number (W-9 form), and Seller shall promptly provide NYSERDA with a replacement W-9 form. Advance Notice . To the extent not prohibited by the U.S. securities laws and regulations or other Applicable Law (and to the extent Seller determines any such prohibition exists, Seller agrees to confer with NYSERDA to the extent permitted under Applicable Law), Seller agrees to provide NYSERDA advance notice, in accordance with Section 19.01 of this Agreement, of (i) any assignment, transfer, conveyance, or other disposal of this Agreement or any of Seller’s rights, obligations, interests or responsibilities hereunder, in whole or in part and (ii) any Change of Control in which Seller has or should reasonably have actual knowledge of such transaction likely to cause the Change in Control, in each case regardless of whether or not NYSERDA’s consent is required hereunder. NYSERDA agrees to execute a confidentiality agreement, as reasonably determined by Seller as necessary, to protect the disclosures required by this Section. Seller’s Representations, Warranties and Guarantees
Permitted Change of Control. As used herein, a "Principal of ThermoRetec" shall mean, (i) in the case of {*}, a position in ThermoRetec or a parent or subsidiary of ThermoRetec, or an entity into or with which ThermoRetec is merged or consolidated or which has acquired all or substantially all of ThermoRetec's assets, having senior executive management responsibility which includes supervisory responsibility, at a senior executive level, for performance of this Agreement, and (ii) in the case of {*}, a position in ThermoRetec, or a parent or subsidiary of ThermoRetec, or an entity into or with which ThermoRetec is merged or consolidated or which has acquired all or substantially all of ThermoRetec's assets, having senior program management or technology development responsibility which includes supervisory responsibility, at a senior program management level, for performance of this Agreement. As used herein "Affiliated Company" shall mean any person or entity that directly or indirectly owns at least a majority of the voting shares of ThermoRetec (the "Owner" for purposes of this definition) and any person or entity that directly or indirectly owns at least a majority of the voting shares of the Owner or a majority of whose voting shares are owned directly or indirectly by the Owner. As used herein "Permitted Change of Control" shall mean a Change of Control of ThermoRetec that satisfies all of the following conditions: (i) after the Change of Control of ThermoRetec the surviving entity or ThermoRetec retains through the Cap Date substantially the same form of organization (including, without limitation, the MGP Program Management System, Environmental Reporting Management System, Program Management Reporting System and Work Process System) and management as prior to the Change of Control of ThermoRetec; (ii) after the Change of Control of ThermoRetec the surviving entity or ThermoRetec retains through the Cap Date a tangible net worth (calculated in accordance with generally accepted accounting principals, consistently applied) of at least $9,800,000; (iii) both {*} and {*} remain a Principal of ThermoRetec on a full-time basis (except as a result of death or permanent disability) through the Cap Date; and (iv) as part of the Change of Control of ThermoRetec, ThermoRetec will use reasonable best efforts to ensure that {*}, {*} and {*} will continue to remain involved in the performance of this Agreement through the Cap Date in substantially the same capacity as before the Change of ...
Permitted Change of Control. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for any Change of Control that constitutes a disposition to a Permitted Transferee. If Seller provides NYSERDA with written notice of its intent to effectuate a Change of Control setting forth a description of the transferee describing how it fits within the definition of Permitted Transferee and NYSERDA does not respond within fifteen (15) Business Days, NYSERDA shall be deemed to have confirmed that the proposed Change of Control does not require NYSERDA’s consent. XXXXXXX agrees to execute a confidentiality agreement, as reasonably determined by Seller as necessary, to protect the disclosures required by this Section.
