58.1 Project Co represents and warrants to the Authority that at the date of this Agreement the legal and beneficial ownership of Project Co is as set out in Schedule Part 21 (Project Co Information) and that, [other than any Shareholder pre-emption rights,] no arrangements are in place that have or may have or result in any sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the shares in Project Co.
58.2 Project Co shall inform the Authority as soon as reasonably practicable (and in any event, within thirty (30) days) of any Change in Control occurring in respect of Project Co.
58.3 The Authority may, not more than [twice] in any Contract Year, or at any time when a Project Co Event of Default is outstanding, require Project Co to inform it, as soon as reasonably practicable and in any event within thirty (30) days of receipt of the Authority's request for details, of any Change in Control in respect of Project Co.
58.4 Project Co's obligations under Clauses 58.1 and 58.2 above shall, except where a legal transfer of shares has occurred be limited to the extent of Project Co's awareness having made all reasonable enquiry.
58.5 Subject to Clause 58.6, prior to the expiry of a period of twelve (12) months commencing on the [final Phase] Actual Completion Date, no Change in Control in any or all of the shares in Project Co shall be permitted without the prior written approval of the Authority. Any Change in Control arising as a consequence of either:
58.5.1 the grant or enforcement of security in favour of the Senior Funders over or in relation to any of the shares of the Project Co, provided that any document conferring security over any shares has been approved by the Authority (such approval not to be unreasonably withheld or delayed); or
58.5.2 any transfer by a Shareholder to an [Associate] of such transferor;
shall be disregarded for the purpose of this Clause 58.5 above.
Where Clause 58.5.2 applies and subsequent to any such transfer (the "Original Transfer") the transferee ceases to be an [Associate] of the original transferor, it shall be a breach of this Clause 58.5 if the shares or interests which were the subject of the Original Transfer are not [within 20 Business Days] of the transferee ceasing to be an Associate of the original transferor, transferred to the original transferor or any Associate of such transferor.
58.6 No Change in Control (at any time) in any or all of the shares in Project Co (or any company (other than a public quoted company whose equity securities are listed on a recognised investment exchange, as defined in section 285 of the Financial Services and Markets Act 2000) holding shares in Hold Co, Project Co or in any company (or its shareholders) holding shares in such a company (or its shareholders)) shall be permitted without the prior written approval of the Authority where the person acquiring control is a Restricted Person.