Common use of No Change of Control Clause in Contracts

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌ (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌ (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.

No Change of Control. ‌‌‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer.‌ (i) Prior to COD, such consent shall be at the sole and absolute discretion of the Buyer. (ii) From and after COD, which such consent may not be unreasonably withheld. It Following COD, it shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌Buyer. (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), Section 16.6 and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii16.7(a)(ii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌ (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control, provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii)16.6, a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier. (c) Notwithstanding the provisions of Section 16.6(a) and 16.6(b) above, where the Supplier optionally self-identified as a Canadian-Status Proponent in its Proposal as specified in Exhibit B, no change of Control shall be permitted prior to the fifth (5th) anniversary of the Commercial Operation Date that would result in the Supplier no longer constituting a Canadian-Status Proponent.

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer. Prior to COD, which such consent shall be at the sole and absolute discretion of the Buyer and, from and after COD, such consent may not be unreasonably withheld. It Following COD, it shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌ (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌where:‌ Draft (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control, provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent consent, prior to COD, shall be at the sole and absolute discretion of the Buyer and, from and after COD, may not be unreasonably withheld. It ItFollowing COD, it shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌Buyer.‌‌‌‌‌ (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌where:‌ Draft (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; oror‌‌ (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control,‌ provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌ (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌where:‌ Draft (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer.‌ (i) Prior to COD, such consent shall be at the sole and absolute discretion of the Buyer. (ii) From and after COD, which such consent may not be unreasonably withheld. It Following COD, it shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌Buyer. (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii16.7(a)(ii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌ (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control, provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections Section 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier. (c) Notwithstanding the provisions of Section 16.6(a) and 16.6(b) above, where the Supplier optionally self-identified as a Canadian-Status Proponent in its Proposal as specified in Exhibit B, no change of Control shall be permitted prior to the fifth (5th) anniversary of the Commercial Operation Date that would result in the Supplier no longer constituting a Canadian-Status Proponent.‌

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌ (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌where:‌ Draft (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; oror‌‌ (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control‌ provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.

No Change of Control. ‌ (a) Except as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer. (i) Prior to COD, which such consent shall be at the sole and absolute discretion of the Buyer and, from . (ii) From and after COD, such consent may not be unreasonably withheld. It Following COD, it shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌Buyer. (b) The restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), and the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii16.7(a)(iii)16.7(a)(ii) shall not apply to a change of Control or a transfer of Economic Interest in the Supplier where:‌where: (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; or (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control, provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections SectionsSection 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier. Draft (c) Notwithstanding the provisions of Section 16.6(a) and 16.6(b) above, where the Supplier optionally self-identified as a Canadian-Status Proponent in its Proposal as specified in Exhibit B, no change of Control shall be permitted prior to the fifth (5th) anniversary of the Commercial Operation Date that would result in the Supplier no longer constituting a Canadian-Status Proponent.

No Change of Control. ‌ (a) Except TheExcept as provided in this Section 16.6(b), the Supplier shall not permit or allow a change of Control of the Supplier, except with the prior written consent of the Buyer, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Buyer acting reasonably, a Material Adverse Effect on the Supplier’s ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Buyer.‌Buyer.‌‌‌‌ Draft (b) The For the purposesThe restriction on change of Control in Sections 16.6(a) and 16.7(a)(ii), a change of Control shall exclude, and for purposes ofand the restriction on transfer of Economic Interest in the Supplier in Section 16.7(a)(iii) the restriction therein shall not excludenot apply to a change in ownership of any sharesControl or unitsa transfer of ownership that are listed on a recognized stock exchange, provided that such shares or units of ownership are not those of an entity that directly owns the Facility whose special or sole purpose is the ownership of the Facility or the Facility and other facilities under a contract or other bilateral arrangements with the Buyer that have similar change of Control or a transfer of Economic restrictionsEconomic Interest in the Supplier where:‌where:‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ (i) the Person that is the direct subject of the transaction giving rise to the change of Control of the Supplier or transfer of Economic Interest in the Supplier is not a Special Purpose Entity; oror‌‌‌ (ii) each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control Control‌‌‌ provided that, in either case, the Supplier provides the Buyer, within ten (10) Business Days following such change of Control or transfer of Economic Interest, with notice of such change of Control or transfer of Economic Interest and such additional information as the Buyer may reasonably require regarding the names of the Persons who Control or hold Economic Interests in the Supplier, following such transaction(s). For greater certainty, and the purposes of Sections 16.6(a) and 16.7(a)(ii), a change of Control shall include a change from no Person having Control of the Supplier to any Person having Control of the Supplier, as well as a change from any Person having Control of the Supplier to no Person having Control of the Supplier.Supplier.‌‌‌‌‌‌‌ (c) Notwithstanding Section 16.6(a), Section 16.7(a)(ii), and Section 16.7(a)(iii), a reorganization, consolidation, merger, amalgamation or other similar transaction that may result in a direct or an indirect change of Control of the securities or other ownership interests in the Supplier shall be permitted, if each Person Controlling the Supplier following such change of Control is an Affiliate of one or more of the Persons Controlling the Supplier prior to such change of Control.‌‌‌‌‌