278 NEWSLETTER 2021 stock exchange in accordance with the capital markets legislation. The issues that should be included in the articles of association of these companies, the process to be followed until the license application is made and finalized, and the conditions to be fulfilled, are all regulated in the Regulation. Exceptions to the Transfer of License As per Article 5/3 of the Regulation, licenses cannot be transferred. However, in the relevant Article, the cases that are not considered as transfers of license are listed. These cases may be summarized, as follows: (i) A license holder legal person may transfer its rights and obligations to another legal person by merger or division in accordance with Turkish Commercial Code No. 6102 (“TCC”). (ii) The rights and obligations of a production license holder legal person may be transferred to another legal person established with the same partnership structure, provided that the approval of the EMRA is obtained, and the new legal person fulfills the obligations specified under the Regulation. (iii) A production license holder may transfer the production facility under the license to another legal person who wishes to continue its activities under the license through another transaction that results in a change in the right of use, such as sale, transfer or lease, provided that the approval of the EMRA is obtained. In this way, the legal person who will take over the production facility must obtain approval from the EMRA before the transfer process takes place. (iv) In the event that limited or irrevocable project financing is provided by banks and / or financial institutions to the production license holder legal person, the banks and / or financial institutions must notify and make a proposal to the EMRA with justification, in accordance with the provisions of the contract. A new license may be issued, provided that it is found to be appropriate, and the proposed company meets the necessary conditions.
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