Common use of Regulatory Proceeding Out Clause in Contracts

Regulatory Proceeding Out. If after the Bid Letter Time and prior to the Closing Time and if applicable, the Over-Allotment Option Closing Time, an inquiry, action, suit, investigation (whether formal or informal) or other proceeding is commenced, threatened or announced, or any order or ruling is made or issued under or pursuant to any law of Canada or the United States or any state thereof or by any other regulatory authority or stock exchange (except any such proceeding or order based solely upon the activities of any of the Underwriters), or there is any change of law or the interpretation, pronouncement or administration thereof, which in such Underwriter’s opinion, acting reasonably, would prevent, suspend, delay, restrict or adversely affect the trading in or the distribution of the Purchased Exchangeable Shares, the Units or any other securities of BEPC or the Partnership in any of the Qualifying Jurisdictions or in the United States; or

Regulatory Proceeding Out. If after the Bid Letter Applicable Time and prior to the Closing Time and and, if applicable, the Over-Allotment Option Closing Time, an inquiry, action, suit, investigation (whether formal or informal) or other proceeding is commenced, threatened or announced, or any order or ruling is made or issued under or pursuant to any law of Canada or the United States or any state thereof or by any other regulatory authority or stock exchange (except any such proceeding or order based solely upon the activities of any of the Underwriters), or there is any change of law or the interpretation, pronouncement or administration thereof, which in such Underwriter’s opinion, acting reasonably, would prevent, suspend, delay, restrict or adversely affect the trading in or the distribution of the Purchased Exchangeable Shares, the Additional Exchangeable Shares, if any, the Units or any other securities of BEPC or the Partnership in any of the Qualifying Jurisdictions or in the United States; or

Regulatory Proceeding Out. If after the Bid Letter Applicable Time and prior to the Closing Time and and, if applicable, the Over-Allotment Option Closing Time, an inquiry, action, suit, investigation (whether formal or informal) or other proceeding is commenced, threatened or announced, or any order or ruling is made or issued under or pursuant to any law of Canada or the United States or any state thereof or by any other regulatory authority or stock exchange (except any such proceeding or order based solely upon the activities of any of the Underwriters), or there is any change of law or the interpretation, pronouncement or administration thereof, which in such Underwriter’s opinion, acting reasonably, would prevent, suspend, delay, restrict or adversely affect the trading in or the distribution of the Purchased Exchangeable Shares , the Additional Exchangeable Shares, if any, the Units or any other securities of BEPC or the Partnership in any of the Qualifying Jurisdictions or in the United States; or