Common use of Limitations on Transfers Clause in Contracts

Limitations on Transfers. (a) Except as provided in Section 8.1(b) and 8.1(c), neither Member may sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber (any or all of the foregoing, a "Transfer") all or any part of its Membership Interest, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by the other Member, which consent shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member to any Transfer by a Member, the rights of any Transferee shall be subject at all times to the limitations set forth in Section 8.2. (b) The restrictions of Section 8.1(a) shall not apply and no consent of the other Member shall be required for: (1) a Transfer pursuant to Article 9; or (2) a Transfer to an Affiliate of such Member (a "Successor") so long as (A) such Transfer would not hinder or impair consummation of any of the transactions contemplated by Article 9; (B) such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof; and (C) in the case of a Transfer by TCI, TCI Communications, Inc. holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal to at least 50.1% of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfer; or (3) a Transfer pursuant to Section 8.7. (c) If Insight desires to effect a Transfer that is not permitted by the terms of this Section 8.1 except with the approval of TCI, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives to the Management Committee, and the transferee of Insight shall have the right to appoint two Representatives to the Management Committee, provided that any such change in the identity of the Managing Member and the composition of the Management Committee shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving written notice to Insight at the same time TCI grants its approval to the Transfer by Insight. If TCI exercises such right, the transferee of Insight, upon becoming a Member, shall not be a Managing Member, and the allocations and distributions to be made to the Members pursuant to this Agreement shall not be altered. (d) Notwithstanding anything in this Agreement to the contrary, without the consent of the other Member, neither Member shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the Company.

Limitations on Transfers. (a) Except No Transfer of any Units by any Member (other than a Transfer of Bondholder Trust Corresponding Interests) shall become effective (i) unless prior written notice thereof has been delivered to the Company, (ii) unless such Transfer complies with this Article III and (iii) unless and until the Transferee (unless already party to this Agreement) executes and delivers to the Company a counterpart to this Agreement, agreeing to be treated in the same manner as provided the Transferring Member (i.e., as either an Investor or an Other Member). Upon such Transfer and such execution and delivery, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Units in Section 8.1(bthe same manner as the Transferring Member. Notwithstanding the provisions of this Article III: (i) no Units may be Transferred to a competitor of the Company, as determined by the Board of Managers, unless a majority in interest of Members (excluding the transferring Member and 8.1(cits Affiliates) consent to such Transfer; (ii) no Units may be Transferred if any such Transfer violates Applicable Law or any of the terms and conditions of this Agreement, the Bylaws, the Operating Agreement or any of the financing documents of the Company, Pinnacle or Aurora; (iii) until after the second anniversary date of the Effective Date (as defined in the Original Agreement), neither Member may sellno Units owned by the CDM Holder shall be Transferred to any Person other than a Permitted Excluded Transferee, assignexcept in accordance with Section 3.4, transfer Section 3.6 or otherwise dispose of, Section 3.7 or pledge, hypothecate or otherwise encumber (any or all in connection with a Sale of the foregoingCompany or other transaction approved pursuant to Section 2.5 above; (iv) no Member shall Transfer any Class C Unit, Class D Unit or Class E Unit to any Person other than a "Transfer"Permitted Excluded Transferee, except in accordance with Section 3.4, Section 3.6 or Section 3.7 or in connection with a Sale of the Company or other transaction approved pursuant to Section 2.5 above; and (v) all no direct Transfer of Class A Units shall be made by Bondholder Trust to any Person except in accordance with Section 3.4 or Section 3.8 or pursuant to the Indemnity Agreement (it being understood that the only Transfers permitted, subject to the terms of this Agreement, are Transfers of interests in Bondholder Trust). Any attempted Transfer of Units by any part of its Membership Interest, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by the other Member, which consent Member not in accordance with this Section 3.2 shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member to any Transfer by a Member, the rights of any Transferee effective and shall be subject at all times to the limitations set forth in Section 8.2void. (b) The restrictions In any event, a Transfer (other than a Transfer of Section 8.1(aBondholder Trust Corresponding Interests) shall not apply and no consent be permitted unless the Board of Managers shall have determined in its sole discretion, that such proposed Transfer, alone or together with other Transfers, does not create a material risk that (i) the Company will be treated as a corporation for Federal income tax purposes or (ii) the Company will become subject to Section 12(g) of the other Member shall be required for: (1) a Transfer pursuant to Article 9; or (2) a Transfer to an Affiliate Securities Exchange Act of 1934, and, upon reasonable request of the Board of Managers, such Member (proposing the Transfer shall have delivered to the Board of Managers an opinion of counsel, in form and substance reasonably satisfactory to the Board of Managers, that such transaction complies with the condition set forth in this Section 3.2(b); provided, that the Board of Managers in its sole discretion may waive the opinion required by this Section 3.2(b) if it has a "Successor") so long reasonable basis on which to conclude that the requirements set forth above, as (A) to which the opinion is waived, are or will be satisfied. The Board of Managers may also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth above and such Transfer would not hinder or impair consummation other factual matters as the Board of any of the transactions contemplated by Article 9; (B) such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof; and (C) in the case of a Transfer by TCI, TCI Communications, Inc. holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal to at least 50.1% of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfer; or (3) a Transfer pursuant to Section 8.7Managers may reasonably request. (c) If Insight desires In order to give effect a Transfer that is not permitted by to the terms provisions of this Section 8.1 except Agreement, including, without limitation, this Article III, each of the CDM Holder and Bondholder Trust agrees that: (i) Its capital structure shall at all times, to the extent practicable, replicate the number and type of Units of the Company it holds, such that the number and type of Securities issued by it and outstanding at any time shall be substantially similar, in all material respects, to the number and type of Units it holds at such time (such corresponding ownership interests in the CDM Holder being referred to as the "CDM Corresponding Interests" and such corresponding ownership interests in Bondholder Trust being referred to as the "Bondholder Trust Corresponding Interests"). (ii) It shall incur no indebtedness, hold no material assets other than the Units and issue no additional membership interests (other than in connection with the approval funding of TCI, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives claims pursuant to the Management CommitteeIndemnity Agreement, capital calls on the holders of Bondholder Trust Corresponding Interests, changes to the capital structure of the Company or Transfers or other transactions permitted under this Agreement) without the prior written consent of the JPMP Holder and the transferee JWC Holder. (iii) It shall not amend its governing instruments in a manner that would adversely affect the rights of Insight shall have any other Member under this Agreement in a manner different from the right to appoint two Representatives to CDM Holder or Bondholder Trust, as applicable, without the Management Committee, provided that any such change in the identity prior written consent of the Managing Member JPMP Holder and the composition of the Management Committee JWC Holder. (iv) It shall be subject to organized and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving written notice to Insight at the same time TCI grants its approval to the Transfer by Insight. If TCI exercises such right, the transferee of Insight, upon becoming a Member, shall not be a Managing Member, and the allocations and distributions operated so as to be made to classified as a business entity, within the Members pursuant to this Agreement shall not be alteredmeaning of Treas. Reg. Section 301.7701-2(a). (d) Notwithstanding anything Each Member shall prohibit, and agrees not to recognize on its books, any Transfers, including, without limitation, any indirect Transfers of Units, in violation of the provisions of this Agreement. Any attempted Transfer not in accordance with this Section 3.2(d) shall not be effective and shall be void. In order to give effect to the foregoing, each of the CDM Holder and Bondholder Trust shall require each member of such Person, as a condition to admission as a member, to acknowledge and agree in writing that such member has been informed of the restrictions on Transfer in this Agreement and has agreed to the contrary, without the consent of the other Member, neither Member shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the Companycomply with such restrictions in all respects.

Limitations on Transfers. (a) Except as provided in Section 8.1(b) and 8.1(c), neither Member Partner may sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber (any or all of the foregoing, a "Transfer") all or any part of its Membership Partnership Interest, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by the other MemberPartner, which consent shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member Partner to any Transfer by a MemberPartner, the rights of any Transferee shall be subject at all times to the limitations set forth in Section 8.2. (b) The restrictions of Section 8.1(a) shall not apply and no consent of the other Member Partner shall be required for: (1) a Transfer pursuant to Article 9; or (2) a Transfer to an Affiliate of such Member Partner (a "Successor") so long as (A) such Transfer would not hinder or impair consummation of any of the transactions contemplated by Article 9; (B) such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof; and (C) in the case of a Transfer by TCI, TCI Communications, Inc. AT&T Broadband holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal to at least 50.1% of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfer; or (3) a Transfer pursuant to Section 8.7. (c) If Insight desires to effect a Transfer that is not permitted by the terms of this Section 8.1 except with the approval of TCI, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives to the Management Committee, and the transferee convert its Partnership Interest into that of Insight shall have the right to appoint two Representatives to the Management Committee, a General Partner; provided that any such change in the identity of the Managing Member and the composition of the Management Committee General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving written notice to Insight at the same time TCI grants its approval to the Transfer by Insight. If TCI exercises such right, the transferee of Insight, upon becoming a MemberPartner pursuant to Section 8.2, shall not be the General Partner but shall be a Managing MemberLimited Partner, and the allocations and distributions to be made to the Members Partners pursuant to this Agreement shall not be altered. (d) Notwithstanding anything in this Agreement to the contrary, without the consent of the other MemberPartner, neither Member Partner shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the CompanyPartnership. (e) Neither Partner may Transfer all or any part of its Partnership Interest unless it simultaneously Transfers to the same Transferee or Successor a proportionate part of its LLC Interest.

Limitations on Transfers. (a) Except as provided in Section 8.1(b) and 8.1(c), neither Member Partner may sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber (any or all of the foregoing, a "Transfer") all or any part of its Membership Partnership Interest, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by the other MemberPartner, which consent shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member Partner to any Transfer by a MemberPartner, the rights of any Transferee shall be subject at all times to the limitations set forth in Section 8.2. (b) The restrictions of Section 8.1(a) shall not apply and no consent of the other Member Partner shall be required for: (1) a Transfer pursuant to Article 9; or (2) a Transfer to an Affiliate of such Member Partner (a "Successor") so long as (A) such Transfer would not hinder or impair consummation of any of the transactions contemplated by Article 9; (B) such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof; and (C) in the case of a Transfer by TCI, TCI Tele- Communications, Inc. holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal to at least 50.1% of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfer; or (3) a Transfer pursuant to Section 8.7. (c) If Insight desires to effect a Transfer that is not permitted by the terms of this Section 8.1 except with the approval of TCI, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives to the Management Committee, and the transferee convert its Partnership Interest into that of Insight shall have the right to appoint two Representatives to the Management Committee, a General Partner; provided that any such change in the identity of the Managing Member and the composition of the Management Committee General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving written notice to Insight at the same time TCI grants its approval to the Transfer by Insight. If TCI exercises such right, the transferee of Insight, upon becoming a MemberPartner pursuant to Section 8.2, shall not be the General Partner but shall be a Managing MemberLimited Partner, and the allocations and distributions to be made to the Members Partners pursuant to this Agreement shall not be altered. (d) Notwithstanding anything in this Agreement to the contrary, without the consent of the other MemberPartner, neither Member Partner shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the CompanyPartnership. (e) Neither Partner may Transfer all or any part of its Partnership Interest unless it simultaneously Transfers to the same Transferee or Successor a proportionate part of its LLC Interest.

Limitations on Transfers. (a) Except No Transfer of any Applicable Securities by any Member shall become effective unless and until: (i) the Transferee (unless already subject to this Agreement) executes and delivers to the Company a Joinder Agreement, agreeing to be treated in the same manner as provided the transferring Member; and (ii) such Transfer is either (A) a Permitted Transfer or (B) otherwise made in Section 8.1(b) compliance with this Article IX. Upon such Transfer and 8.1(c)such execution and delivery, neither Member may sellthe Transferee shall be bound by, assign, transfer or otherwise dispose and entitled to the benefits of, this Agreement with respect to the Transferred Applicable Securities in the same manner as the Transferring Member. The provisions regarding Transfers of Applicable Securities contained in this Article IX shall apply to all Applicable Securities now owned or pledge, hypothecate or otherwise encumber (any or all of the foregoing, a "Transfer") all or any part of its Membership Interest, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by the other Member, which consent shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member to any Transfer hereafter acquired by a Member, the rights . Any Transfer of any Transferee Applicable Securities by a Member not made in accordance with this Article IX shall be subject at all times void ab initio. Except pursuant to Sections 9.5 and 9.6, no Class P Unit may be Transferred other than in accordance with the limitations set forth in Section 8.2Class P Unit Grant Agreement applicable to such Class P Unit. (b) The restrictions of Section 8.1(a) shall not apply and no consent of Notwithstanding anything to the other Member shall be required for: contrary contained herein, except as approved by the Board (including at least one (1) a Eos Manager), no Member may Transfer pursuant any Applicable Securities to Article 9; or any Person (2or to any Affiliate thereof): (i) a Transfer to an Affiliate of such Member (a "Successor") so long as (A) such Transfer would not hinder who directly or impair consummation of indirectly competes with the Company or any of the transactions contemplated by Article 9Company’s Subsidiaries other than in connection with an Approved Sale or Realization Event; (Bii) such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by if the terms and conditions hereof; and (C) Transfer could result in the case Company having more than one hundred (100) partners (within the meaning of Treasury Regulation Section 1.7704-1(h) after applying the look through rules of Treasury Regulation Section 1.7704-1(h)(3)) or could otherwise result in the Company being treated as a “publicly traded partnership”; or (iii) if the Transfer by TCI, TCI Communications, Inc. holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal to at least 50.1% would terminate the partnership for purposes of Section 708 of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfer; or (3) a Transfer pursuant to Section 8.7Code. (c) If Insight desires to effect a Transfer that is not permitted by Each Member shall, after complying with the terms provisions of this Section 8.1 except with the approval Agreement, but prior to any Transfer of TCIApplicable Securities, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives to the Management Committee, and the transferee of Insight shall have the right to appoint two Representatives to the Management Committee, provided that any such change in the identity of the Managing Member and the composition of the Management Committee shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving give written notice to Insight at the same time TCI grants its approval Company of such proposed Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, each Member seeking to Transfer Applicable Securities shall deliver a written opinion, addressed to the Transfer by Insight. If TCI exercises Company, of counsel for such right, the transferee of Insight, upon becoming a Member, stating that in the opinion of such counsel (which opinion and counsel shall not be a Managing Member, and the allocations and distributions to be made reasonably satisfactory to the Members pursuant to this Agreement shall Company) such proposed Transfer does not be altered. (d) Notwithstanding anything in this Agreement to the contrary, without the consent involve a transaction requiring registration or qualification of the other Member, neither Member shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the Company.such Applicable Securities under

Limitations on Transfers. (a) Except as provided in Section 8.1(b) and 8.1(c)Neither Diamante nor the Mineracao Shareholders will transfer, neither Member may sellconvey, assign, transfer mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer, alienate or otherwise dispose ofof (in this section, or pledge, hypothecate or otherwise encumber (to "Transfer") any or all of its interest in Mineracao or transfer or assign any of its rights under this Agreement (in this section, such interests and rights, collectively, the foregoing, a "TransferHoldings") all or any part other than in accordance with the provisions of this section. A Party may Transfer only the whole of its Membership InterestHoldings, the profits, losses and distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of lawexcept as contemplated in subsection 5.1(c) unless approved by the other Member, which consent shall not be unreasonably withheld or delayed. Notwithstanding the approval of the non-transferring Member to any Transfer by a Member, the rights of any Transferee shall be subject at all times to the limitations set forth in Section 8.2hereof. (b) The restrictions Subject to subsection 5.1(c) hereof, if, a party (for the purposes of Section 8.1(athis section, the "Selling Party") wishes to sell or assign its Holdings (the "Offered Interest") to a third party it shall not apply first give notice in accordance with the terms hereof (the "Sale Notice") to such effect to the other parties (for the purposes of this section, the "Non-Selling Parties") and no consent in such Sale Notice shall provide the details of the terms on which it is prepared to sell the Offered Interest. The Non-Selling Parties shall then have the right for a period of thirty (30) days in which to give notice to the Selling Party in accordance with the terms hereof, that they elect to purchase their pro rata share, or a greater amount of the Offered Interest on such terms. If the Non-Selling Parties or any of them gives notice of election to purchase the Offered Interest, the parties shall enter into and consummate such sale on the terms set forth in the Sale Notice or as otherwise mutually agreed. If the Non-Selling Parties fail to give notice of their election to purchase the Offered Interest within the required period of time, then the Selling Party may sell the Offered Interest to any other Member third party on the terms offered to the Non-Selling Parties in the Sale Notice or better. If such transaction is not consummated within 150 days of the original Sale Notice, then the procedure provided for in this section shall be required foragain apply. (c) Nothing in this section applies to or restricts in any manner: (1i) a Transfer pursuant to Article 9; or (2) disposition by the transferring party of all or a Transfer portion of its Holdings to an Affiliate of such Member (a "Successor"as that terms is defined under the Business Corporations Act (British Columbia) so long as (A) such Transfer would not hinder or impair consummation of any of the transactions contemplated by Article 9; (B) transferring party, provided that such Successor, prior to such sale or transfer, becomes a party to this Agreement Affiliate first assumes and agrees to be bound by the terms of this Agreement and conditions hereof; and agrees with the other party in writing to retransfer the Holdings to the transferring party before ceasing to be an Affiliate of the transferring party. Notwithstanding the foregoing the other party shall not be obligated upon such a transfer to release the transferring party from its obligations under this Agreement; (Cii) an amalgamation, merger or other form of corporate reorganization involving or the acquisition of shares or assets of the transferring party which is a bona fide business transaction that has the effect in law of the case of a Transfer by TCI, TCI Communications, Inc. holds and maintainsamalgamated or surviving corporation possessing, directly or indirectly, an economic ownership in such Affiliate equal substantially all the property, rights and interest and being subject to at least 50.1% substantially all the debts, liabilities and obligations of the economic interest in such Affiliate following such Transfer and has and maintains, directly or indirectly, voting control of such Affiliate following such Transfertransferring party; or (3iii) a Transfer pursuant to Section 8.7sale, forfeiture, charge, withdrawal, transfer or other disposition or encumbrance with is otherwise specifically allowed for under this Agreement. (c) If Insight desires to effect a Transfer that is not permitted by the terms of this Section 8.1 except with the approval of TCI, and if TCI grants such approval upon Insight's request, TCI shall have the right, effective upon the Transfer by Insight, to become the Managing Member and to appoint three Representatives to the Management Committee, and the transferee of Insight shall have the right to appoint two Representatives to the Management Committee, provided that any such change in the identity of the Managing Member and the composition of the Management Committee shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. TCI shall exercise such right, if at all, by giving written notice to Insight at the same time TCI grants its approval to the Transfer by Insight. If TCI exercises such right, the transferee of Insight, upon becoming a Member, shall not be a Managing Member, and the allocations and distributions to be made to the Members pursuant to this Agreement shall not be altered. (d) Notwithstanding anything in this Agreement to the contrary, without the consent of the other Member, neither Member shall effect, or agree to effect, any Transfer that will adversely affect or change, or is reasonably likely to adversely affect or change, the partnership tax classification of the Company.