Common use of Restriction on Transfer of Capital Stock of Company Clause in Contracts

Restriction on Transfer of Capital Stock of Company. (a) From the Signature Date until the second (2nd) anniversary of the Operations Start Date (the “Lock-in Period”), no Change of Ownership may occur, except a Change of Ownership arising as a consequence of: (i) the grant or enforcement of security in favor of the Lenders over or in relation to any of the shares of the Company pursuant to the terms of the Financing Agreements; (ii) any transfer by an Initial Shareholder to its Affiliate of such Initial Shareholder’s capital stock in the Company; or (iii) any change in legal or beneficial ownership of any shares that are listed on a registered securities exchange. (b) After the Lock-in Period, any Initial Shareholder may transfer its direct and indirect ownership interests in the capital stock of the Company, provided, however, that collectively and at any given time the Company’s Shareholders shall have the legal, financial, and technical capabilities of successfully carrying out the implementation and operation of the Project that are equal to or better than those of the Initial Shareholders’ legal, financial, and technical qualifications. (c) If a Shareholder desires to transfer any part of its direct or indirect ownership of the capital stock of the Company, the Company must first submit to the Agency a description of: (i) The proposed transfer of the Shareholder’s direct or indirect interest in the capital stock of the Company; (ii) The identity of the proposed transferee; and (iii) If applicable, any proposed amendment to the articles of incorporation and by-laws of the Company. The Agency may request the Company to and the Company shall provide the Agency within five (5) Days following such request, any additional information that the Agency considers necessary for its evaluation of the proposed transfer.

Restriction on Transfer of Capital Stock of Company. (a) From the Signature Date until the second (2nd) anniversary of the Operations Start Date (the “Lock-in Period”), no Change of Ownership may occur, except a Change of Ownership arising as a consequence of: (i) the grant or enforcement of security in favor of the Lenders over or in relation to any of the shares of the Company pursuant to the terms of the Financing Agreements; (ii) any transfer by an Initial Shareholder to its Affiliate of such Initial Shareholder’s capital stock in the Company; or (iii) any change in legal or beneficial ownership of any shares that are listed on a registered securities exchange. (b) After the Lock-in Period, any Initial Shareholder may transfer its direct and indirect ownership interests in the capital stock of the Company, provided, however, that collectively and at any given time the Company’s Shareholders shall have the legal, financial, and technical capabilities of successfully carrying out the implementation and operation of the Project that are equal to or better than those of the Initial Shareholders’ legal, financial, and technical qualifications. (c) If a Shareholder desires to transfer any part of its direct or indirect ownership of the capital stock of the Company, the Company must first submit to the Agency LGU a description of: (i) The proposed transfer of the Shareholder’s direct or indirect interest in the capital stock of the Company; (ii) The identity of the proposed transferee; and (iii) If applicable, any proposed amendment to the articles of incorporation and by-laws of the Company. The Agency LGU may request the Company to and the Company shall provide the Agency LGU within five (5) Days following such request, any additional information that the Agency LGU considers necessary for its evaluation of the proposed transfer.

Restriction on Transfer of Capital Stock of Company. (a) From the Signature Date until the second (2nd) anniversary of the Operations Start In-Service Date (the “Lock-in Period”), no Change of Ownership may occur, except a Change of Ownership arising as a consequence of: (i) the grant or enforcement of security in favor of the Lenders over or in relation to any of the shares of the Company pursuant to the terms of the Financing Agreements; (ii) any transfer by an Initial Shareholder to its Affiliate of such Initial Shareholder’s capital stock in the Company; or (iii) any change in legal or beneficial ownership of any shares that are listed on a registered securities exchange. (b) After the Lock-in Period, any Initial Shareholder may transfer its direct and indirect ownership interests in the capital stock of the Company, provided, however, that collectively and at any given time the Company’s Shareholders shareholders shall have the legal, financial, and technical capabilities of successfully carrying out the implementation and operation of the Project that are equal to or better than those of the Initial Shareholders’ legal, financial, and technical qualifications. (c) If a Shareholder shareholder desires to transfer any part of its direct or indirect ownership of the capital stock of the Company, the Company must first submit to the Agency a description of: (i) The proposed transfer of the Shareholder’s direct or indirect interest in the capital stock of the Company; (ii) The identity of the proposed transferee; and (iii) If applicable, any proposed amendment to the articles of incorporation and by-laws of the Company. The Agency may request the Company to and the Company shall provide the Agency within five (5) Days following such request, any additional information that the Agency considers necessary for its evaluation of the proposed transfer.

Restriction on Transfer of Capital Stock of Company. (a) From the Signature Date until the second (2nd) anniversary of the Operations Start Date (the “Lock-in Lock-­‐in Period”), no Change of Ownership may occur, except a Change of Ownership arising as a consequence of: (i) the grant or enforcement of security in favor of the Lenders over or in relation to any of the shares of the Company pursuant to the terms of the Financing Agreements; (ii) any transfer by an Initial Shareholder to its Affiliate of such Initial Shareholder’s capital stock in the Company; or (iii) any change in legal or beneficial ownership of any shares that are listed on a registered securities exchange. (b) After the Lock-in Lock-­‐in Period, any Initial Shareholder may transfer its direct and indirect ownership interests in the capital stock of the Company, provided, however, that collectively and at any given time the Company’s Shareholders shall have the legal, financial, and technical capabilities of successfully carrying out the implementation and operation of the Project that are equal to or better than those of the Initial Shareholders’ legal, financial, and technical qualifications. (c) If a Shareholder desires to transfer any part of its direct or indirect ownership of the capital stock of the Company, the Company must first submit to the Agency a description of: (i) The proposed transfer of the Shareholder’s direct or indirect interest in the capital stock of the Company; (ii) The identity of the proposed transferee; and (iii) If applicable, any proposed amendment to the articles of incorporation and by-laws by-­‐laws of the Company. The Agency may request the Company to and the Company shall provide the Agency within five (5) Days following such request, any additional information that the Agency considers necessary for its evaluation of the proposed transfer.