Common use of Pre-Closing Period Actions Clause in Contracts

Pre-Closing Period Actions. Subject to Section 6.2.2 and the constraints and limitations of applicable Organizational Documents and Law, and except as contemplated by this Agreement, during the Pre-Closing Period, Seller shall not exercise its voting rights as a member of the Company to approve or otherwise consent to (or, if necessary, affirmatively veto) the taking of any of the following actions by any Sunlight Company, in each case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: (a) redeem or otherwise acquire any equity ownership interests or issue any equity ownership interests or any option, warrant or right relating thereto; (b) sell, lease, license, assign or transfer (including, without limitation, transfers to Seller or any Affiliate) any material Project assets or any Leased Real Property; (c) merge or consolidate with any other entity; (d) incur any material Indebtedness; (e) except in the ordinary course of business, make any loans or advances to, or guarantees for the benefit of, any Persons; (f) subject any portion of the assets of the Sunlight Companies to any Lien (other than Permitted Liens or Encumbrances); (g) except in the ordinary course of business, amend, modify or supplement in any material respect or terminate any Material Contract; Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. (h) issue, sell or transfer any equity interests of any Sunlight Company, any securities convertible, exchangeable or exercisable into equity interests of such Sunlight Company, or warrants, options or other rights to acquire equity interests of such Sunlight Company; (i) acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; or (j) change or authorize any material change in its Organizational Documents.

Pre-Closing Period Actions. Subject to Section 6.2.2 and the constraints and limitations of applicable Organizational Documents and Law, and except Except as otherwise contemplated by this Agreementherein, during the Pre-Closing Period, the Seller shall not exercise its voting rights as a member (to the extent applicable to the Interests, the Company, the Subsidiary and the Business and Assets of the Company to approve or otherwise consent to (orand the Subsidiary), if necessaryand shall cause the Company and the Subsidiary to, affirmatively veto) operate in the taking Ordinary Course of any of the following actions by any Sunlight Company, in each case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedBusiness and: (a) maintain in full force and effect, and continuously perform its obligations under, all Material Contracts; (b) not amend, modify or terminate any Material Contract; (c) not enter into any Contract, agreement, commitment or other arrangement with any Person; (d) use commercially reasonable efforts to preserve the Company’s and the Subsidiary’s business organization intent and preserve its relationships with customers, suppliers and others with whom it deals; (e) maintain in full force and effect insurance policies and programs reflecting coverage that is reasonably consistent with prudent industry practice; (f) not lease, license, sell, encumber, pledge, hypothecate, abandon or otherwise dispose of any Asset, other than sales of landfill gas (or electricity or environmental attributes generated from sales of landfill gas) in the Ordinary Course of Business; (g) make or commit to make any capital expenditure, with the exception of immaterial capital expenditures for the Operating Projects; (h) not amend its certificate of formation or operating agreement or recapitalize or reclassify any of the ownership interests in the Company or the Subsidiary; (i) not redeem or otherwise acquire any equity ownership interests or issue any equity ownership interests or any option, warrant or right relating thereto; (bj) sell, lease, license, assign or transfer (including, without limitation, transfers to Seller or any Affiliate) any material Project assets or any Leased Real Property; (c) maintain its corporate existence and not merge or consolidate with any other entityEntity; (dk) incur not lend, advance or borrow any material Indebtednessmoney or become contingently liable for any obligation or liability of others; (el) except not sell, pledge or otherwise encumber, in the ordinary course of business, make any loans whole or advances to, or guarantees for the benefit ofin part, any Personsof the Interest or the Larimer Interest; (fm) subject give the Purchaser reasonable notice of any portion material event concerning the Company or the Subsidiary or of any negotiation of a Material Contract, consult with the Purchaser regarding such event or contract negotiation, and consider reasonable requests of the assets of the Sunlight Companies to any Lien (other than Permitted Liens Purchaser regarding such event or Encumbrances)contract negotiation; (gn) except not make new elections with respect to income taxes or revoke or change any current elections with respect to income taxes; (o) not change any tax accounting practices, procedures or methods relating to any material amount of Taxes of the Company or the Subsidiary or settle or compromise any Tax Proceeding or other controversy relating to any material increase or decrease in the ordinary course amount of businessTaxes of the Company or the Subsidiary, amendor enter into any other agreement to do any of the foregoing; (p) not prepare or file any Tax Return in a manner inconsistent with past practice and custom; (q) not settle any claim or Proceeding that results in an unfunded or unpaid liability of the Company or the Subsidiary that will not be paid or discharged in full prior to the Closing; (r) pay any invoices that are due and payable in the Ordinary Course of Business and in a manner consistent with past practice and custom; (s) forgive any Indebtedness owed to the Company or the Subsidiary or release or waive any right or claim; (t) hire any employee or establish or adopt any Plan; (u) not incur any additional obligations or advance, modify or supplement in any material respect change, withdraw, amend or terminate any Material ContractContract or other obligation with respect to the Development Projects or the Larimer Project; Portions and (v) not commit, authorize or agree to take any of the actions set forth in the preceding subsections of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Section 9.2. (h) issue, sell or transfer any equity interests of any Sunlight Company, any securities convertible, exchangeable or exercisable into equity interests of such Sunlight Company, or warrants, options or other rights to acquire equity interests of such Sunlight Company; (i) acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; or (j) change or authorize any material change in its Organizational Documents.

Pre-Closing Period Actions. Subject to Section 6.2.2 and the constraints and limitations of applicable Organizational Documents and Law, and except as contemplated by this Agreement, during the Pre-Closing Period, Seller shall not exercise its voting rights as a member of the Company to approve or otherwise consent to (or, if necessary, affirmatively veto) the taking of any of the following actions by any Sunlight Company, in each case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed: (a) redeem or otherwise acquire any equity ownership interests or issue any equity ownership interests or any option, warrant or right relating thereto; (b) sell, lease, license, assign or transfer (including, without limitation, transfers to Seller or any Affiliate) any material Project assets or any Leased Real Property; (c) merge or consolidate with any other entity; (d) incur any material Indebtedness; (e) except in the ordinary course of business, make any loans or advances to, or guarantees for the benefit of, any Persons; (f) subject any portion of the assets of the Sunlight Companies to any Lien (other than Permitted Liens or Encumbrances); (g) except in the ordinary course of business, amend, modify or supplement in any material respect or terminate any Material Contract; 35 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. (h) issue, sell or transfer any equity interests of any Sunlight Company, any securities convertible, exchangeable or exercisable into equity interests of such Sunlight Company, or warrants, options or other rights to acquire equity interests of such Sunlight Company; (i) acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; or (j) change or authorize any material change in its Organizational Documents.

Pre-Closing Period Actions. Subject Except (I) as otherwise contemplated herein, (II) to Section 6.2.2 and the constraints and limitations of applicable Organizational Documents and extent constituting Permitted Interim Actions, (III) as required by any Law, and except as contemplated by this AgreementEnvironmental Approval, during Environmental Rule, Governmental Approval, Governmental Rule or Material Contract or (IV) to the Pre-Closing Period, Seller shall not exercise its voting rights as a member of the Company to approve or otherwise extent constituting actions taken with Buyer’s consent to (or, if necessary, affirmatively veto) the taking of any of the following actions by any Sunlight Company, in each case, without the prior written consent of Buyer, which --38- consent shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, each Seller shall: (ai) redeem or otherwise acquire any equity ownership interests or issue any equity ownership interests or any option, warrant or right relating theretonot take actions which are outside of the ordinary course of the Business; (bii) sellnot enter into any Contract with any Person that will be an Assigned Contract; (iii) not amend, modify in any material respect or terminate any Assigned Contract; (iv) not abandon any rights under any Assigned Contract or fail to honor or perform in any material respect any Assigned Contract; (v) maintain, to the extent available on commercially reasonable terms, in full force and effect insurance policies and programs currently in effect as of the Agreement Date; (vi) not mortgage, pledge or subject to Liens (other than Permitted Liens) any of the Purchased Assets; (vii) not lease, license, surrender, relinquish, sell, transfer, convey, assign or transfer (includingotherwise dispose of any interest in any Purchased Assets other than a de minimis part thereof in the ordinary course of business, without limitation, transfers to Seller or any Affiliate) any material Project including in connection with the normal repair and replacement of assets or any Leased Real Propertyto the extent obsolete or no longer needed; (cviii) merge not borrow any money or consolidate with become contingently liable for any other entity; (d) incur any material Indebtedness; (e) obligation or liability of others to the extent such borrowing or liability will be an Assumed Liability, except in the ordinary course of business, make any loans or advances to, or guarantees for the benefit of, any Persons; (f) subject any portion of the assets of the Sunlight Companies pursuant to any Lien Contract not prohibited under clause (other than Permitted Liens or Encumbrances); (gii) except in the ordinary course of business, amend, modify or supplement in any material respect or terminate any Material Contract; Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. (h) issue, sell or transfer any equity interests of any Sunlight Company, any securities convertible, exchangeable or exercisable into equity interests of such Sunlight Company, or warrants, options or other rights to acquire equity interests of such Sunlight Company; (i) acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unitabove; or (jix) change agree or authorize commit to do any of the foregoing. Notwithstanding the foregoing, each Seller may take any action otherwise prohibited by this Section 6.2(a) during the Pre-Closing Period to the extent determined in good faith by such Seller to be necessary in accordance with prudent industry practice to avoid the incurrence or creation of any material change in its Organizational Documentsliability of such Seller to any third party or to avoid any substantial impairment of such Seller’s assets or operations (provided that such action does not effectively transfer such liability, Lien or impairment on to Buyer as an Assigned Contract or Assumed Liability) or to respond to an emergency (any such act, a Required Action); provided, however, that none of the foregoing shall be considered a Required Action to the extent caused by the gross negligence or willful misconduct of either Seller or their Representatives. Any such Required Action shall not give rise to a default or right of termination hereunder (including as a result of any Updating Information directly relating to such action), or be deemed to give rise to the incorrectness or breach of any representation or warranty hereunder. Prior to taking any Required Action, Sellers shall give reasonable notice thereof to Buyer unless the delay resulting from doing so would reasonably be expected to cause damage to property or injury to people. In --39- any event, promptly following taking any Required Action, Sellers shall provide notice thereof to Buyer which notice shall include a reasonably detailed description of the Required Action as well as the event or circumstances giving rise thereto.