64.1 For the purposes of this Section, “Control” means the power of a person to ensure that the affairs of the Company are conducted in accordance with the wishes of that person, by means of;

(a) the holding of shares in or the possession of voting power in relation to the Company; or

(b) any powers conferred by the constitutional or corporate documents of the Company, or any other document, relating to or regulating the Company.

64.2 For the purposes of this Agreement, “Change of Control” means a body corporate, other than that which was in control of the Company at the Signature Date, acquiring control of the Company.

64.3 The Company shall provide Notice to the Grantor [and the Authority] no later than 10 days following the occurrence of any Change of Control event, and such Notice shall include:

(a) a written acknowledgement and agreement that the Company continues to have the capacity to perform all the obligations of the Company under this Agreement;

(b) a written acknowledgement and agreement that the Company continues to make the representations, warranties and undertakings provided for in Section 9; and

(c) a complete and accurate updated statement of the Company’s corporate organization, including:

(i) the full name and nationality of all executive and non-executive directors and senior officers of the Company;

(ii) the full name and nationality of each person who is a beneficial owner of [10%]/[insert other percentage] or more of the Company’s shares or voting rights;

(iii) the full name and Home State of each Affiliate of the Company and a description of the relationship between the Company and that Affiliate.

64.4 An Unauthorized Change of Control is any Change of Control event that the Grantor [and the Authority] considers:

(a) is or would be in violation of the Applicable Law; or

(b) is designed to avoid compliance with or minimize liability under the Applicable Law; or

(c) is designed to obtain an undue benefit under the Applicable Law or any investment treaty to which the Government of the Host State is a party, including access to jurisdiction for the purposes of dispute settlement under such treaty;

64.5 The Grantor [and the Authority] may withhold its consent to an Unauthorized Change of Control and Terminate this Agreement in accordance with Section 60.

For more information: See generally ISLP & CCSI, 2016, Section 2.17 (Change of Control); UNIDROIT & IFAD, 2021, Section 6.21 (Change of Control).