28.2.1  Prior consent

(a)  In some jurisdictions, the private party must not permit any change to the legal or beneficial ownership of any shares or units or any other interests in any member of the private party groups without government's prior consent. In other jurisdictions, the private party must not permit any Change in Control of any member of the private party group, without government's prior consent.

(b)  Government will not unreasonably withhold consent to the change in ownership/Change in Control. In some jurisdictions, the project agreement may stipulate circumstances where it will be deemed to be reasonable for government to withhold consent, for example where government is of the reasonable opinion that one or more of the following conditions apply:

(i)  the private party has not provided it with full details of the proposed change in ownership / Change in Control and any further information requested by government;

(ii)  the change in ownership / Change in Control is to take effect prior to the second anniversary of Completion (where it relates to the private party only);

(iii)  the proposed entity:

(A)  is not solvent and reputable;

(B)  has an interest which conflicts in a material way with the interests of government and is involved in a business or activity which is incompatible or inappropriate in relation to the construction or operation of the facility; and

(C)  does not have a sufficient level of financial and technical capacity;

(iv)  the proposed change in ownership / Change in Control is against the public interest;

(v)  the proposed change in ownership / Change in Control would increase the level of risk or liabilities to government; or

(vi)  the proposed change in ownership / Change in Control would impact adversely on the ability or capacity of the private party to perform its obligations under the project agreement or any other Project Contracts, and if applicable, of the material sub-contractor to perform its obligations under the material sub-contract.

(c)  Change in Control of a material sub-contractor will also require the prior written consent of government. In some jurisdictions, failure to obtain such prior consent will result in an Event of Default. In other jurisdictions while failure to obtain such prior consent will not automatically trigger an Event of Default, a failure to cure an unauthorised Change in Control of a material sub-contractor within a specified period will do so.