Where a joint venture agreement confers broad rights of competition between participants and requires consent (not to be unreasonably withheld) for a change of control, the non-affected participant cannot withhold consent on the ground of increased competition unless the competition would unreasonably interfere with the joint venture purpose. The financial and technical resource proviso in a change of control clause operates as a threshold condition, and 'adequately support' means sufficient resources available to the affected participant to discharge its JVA obligations, not a guarantee or undertaking to provide resources. A trial judge must confine the assessment of reasonableness to matters raised on the pleadings or litigated at trial.
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