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 Holding Company of Project Co effected on a recognized public stock exchange; or‌ (c) otherwise with the written consent of the Authority, which may be given or withheld in the Authority’s discretion.‌ Notwithstanding any other provision of this Agreement: (d) Project Co will not be, nor will it become at any time, a Restricted Person; and (e) except as a result of a transaction referred to in Section 16.2(b), a Person who is a Restricted Person will not acquire any ownership interest (whether directly or indirectly) in Project Co or in any Person that has control of Project Co.

Limitations on Change in Control. ‌ No Change in Control of Project Co will be permitted (whether by Project Co or otherwise) to occur, 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 Holding Company of Project Co effected on a recognized public stock exchange; or‌or (c) otherwise with the written consent of the AuthorityOwner, which may be given or withheld in the AuthorityOwner’s discretion.‌ discretion. Notwithstanding any other provision of this Agreement: (d) Project Co will not be, nor will it become at any time, a Restricted Person; and (e) except as a result of a transaction referred to in Section 16.2(b)) above, a Person who is a Restricted Person will not acquire any ownership interest (whether directly or indirectly) in Project Co or in any Person that has control of Project Co.