Subject to clause 52.9, the State may only withhold its consent to a Share Capital Dealing if the State is of the opinion (acting reasonably) that:
(a) (solvency and no conflict): a proposed new Equity Investor or Equity Investors (or any person that directly or indirectly Controls that new Equity Investor or Equity Investors):
(i) is or are not Solvent and reputable; or
(ii) has or have an interest or duty which conflicts or may conflict in a material way with the interests of the State; or
(b) (negative effects): the proposed Share Capital Dealing:
(i) is against the public interest;
(ii) would adversely affect the ability or capability of a Project Entity to perform its obligations under any Project Document;
(iii) could lead to a Probity Event;
(iv) would, in respect of a Change in Control of a Consortium Member (who is not an Equity Investor) result in the Consortium Member being Controlled by a person that:
A. has an interest or duty which conflicts or may conflict in a material way with the interests of the State; or
B. does not have a sufficient level of financial, managerial and technical capacity to deliver the Project;
(v) would have a material adverse effect on the Project; or
(vi) would increase the liability of, or risks accepted by, the State under the State Project Documents or in any other way in connection with the Project.