Common use of Restrictions on Transactions Clause in Contracts

Restrictions on Transactions. Outside Ordinary Course of Business; Monitoring of Mesa and the Mesa Project 14.1 From the date of this Agreement, none of the WWE Parties shall do any of the following restricted actions respecting the Mesa Shares or the Mesa Project until the earlier of (a) Shareholder Rejection or (b) PHUS has either received the Settlement Amount, as provided in this Agreement or has received the Mesa Shares from the Transaction Agent in full satisfaction of the Loan and assumed control over and possession of the Mesa Project; provided, however, that the restrictions shall not apply to any of the following that is part a transaction or series of transactions that is/are closed and funded through an escrow handled by the Transaction Agent and can only close upon the payment to PHUS of the Settlement Amount: (a) Make or assume any payment, commitment, obligation or liability which is outside the ordinary course of business, including but not limited to any bankruptcy or insolvency filing in any jurisdiction; provided, however, that Mesa shall be allowed to negotiate and sign a new power purchase agreement and/or interconnection agreement with an unrelated third party on terms equal to or better than current terms in effect for the Mesa Project. (b) Cease to operate its properties. (c) Sell or otherwise in any way alienate or dispose of any assets other than in the ordinary course of business, other than the disposal of inoperable or poorly operating turbines. (d) Grant or permit any encumbrances, liens, security interests, or other title defects to attach to any portion of the Mesa Project. (e) Transfer to any person or entity any rights to the assets comprising any portion of the Mesa Project. (f) Terminate, enter into, amend or otherwise modify, or knowingly cause a modification of any contract, permit, or other right or interest relating to the Mesa Project outside of the ordinary course of Mesa’s business, other than taking out of service or disposing of inoperable or poorly operating turbines; provided, however, that Mesa shall be allowed to negotiate and sign a new power purchase agreement and/or interconnection agreement with an unrelated third party on terms equal to or better than current terms in effect for the Mesa Project. (g) Grant or enter into any stock warrants, stock options, or other agreements to sell or encumber any portion of the Mesa Shares. (h) Issue any additional equity interests of any kind in Mesa. (i) Fail to require and obtain monthly operations and maintenance reports from the Mesa Project operations and maintenance manager, which are referenced in Schedule N.