Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. The following Dispositions shall be permitted without compliance with the provisions of Section 2 through 4 (each a “Permitted Disposition”): (a) by any Holder, in the case of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 10; (b) by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; (c) any Disposition to the Company; (d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (e) by any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any such Permitted Disposition, any Person (including such Person’s spouse, if any), other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purposes of this Agreement.

Permitted Dispositions. The following Dispositions shall be permitted without compliance with the provisions of Section 2 through 4 (each a “Permitted Disposition”):and 3: (a) by By any Holder, (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 1011 or (ii) a Public Sale of Common Stock that occurs following the expiration of the Underwriters Lock-Up Period; (b) by By any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; (c) any Disposition to the Company; (d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (e) by any Holder during such Holder’s lifetime to: (i) a guardian of the estate of such Holder, (ii) an inter-vivos trust primarily for the benefit of such Holder; (iii) an inter-vivos trust whose primary beneficiary is one or more of such Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Holder during marriage and not incident to divorce; or (v) such Holder’s Affiliates; (c) To any individual Holder by: (i) a guardian of the estate of such Holder; provided that (ii) an inter-vivos trust whose primary beneficiary is such Holder or one or more of such Holder’s lineal descendants (including lineal descendants by adoption), (iii) the Board has first provided its written spouse of such Holder during marriage and not incident to divorce; or (iv) such Holder’s lineal descendants (including lineal descendants by adoption); (d) With the consent of the Company, by any Holder to a qualified retirement plan sponsored by the Holder; (e) By any qualified retirement plan referred to in paragraph 5.1(d) to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such Dispositionplan; (f) By any Holder which is a trust, to any successor trust or successor trustee; and (g) With the consent of the Company, by any Holder to other entities for tax planning purposes. provided, however, that, unless otherwise waived by the Board in its sole discretion, that as a condition to any such Permitted Dispositionpermitted transfer, any Person (including such Person’s spouse, if any), (other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purposes of this Agreement.

Permitted Dispositions. The following Dispositions Subject to 15.5 but notwithstanding any other term of this Agreement or any other Offtake Document, a Disposition of the Project Property by the Seller or LCH, or a Disposition by Solaris of its equity interests in LCH or any other Person that has a direct or indirect interest in the Project Property, shall be permitted without compliance with the provisions of Section 2 through 4 (each a “Permitted Disposition”):if: (a) by any Holder, in the case of Common Stock, with respect to Disposition constitutes a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 10;Permitted Asset Disposition; or (b) by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (a Disposition of the Project Property by the Seller or LCH, or a Disposition by Solaris of its equity interests in LCH or any other Person that has a direct or indirect interest in the case Project Property, to a Person that is not a Guarantor (the “Acquiror”): (i) the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Disposition; (ii) all of the Project Property is Disposed to the Acquiror, such that the Acquiror holds all Project Property (iii) each Seller Group Entity assigns all its rights and obligations under this Agreement to the Acquiror concurrently with any such Disposition of the Project Property, and the Acquiror assumes in favour of the Purchasers all of the Seller Group Entities’ obligations under this Agreement pursuant to an agreement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably; (iv) the Acquiror or any Person that has a trustdirect or indirect interest in the Project Property, enters into such documents, including Guarantees, and grants such charges and security interests in, to and over the grantor’sProject Property and other Collateral as to achieve, in the opinion of the Purchasers’ Agent acting reasonably, functionally equivalent security as contemplated by the Security Documents entered into by the Seller Group Entities pursuant to Article 19; and (v) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder;Acquiror is not a Sanctioned Person. (c) Following the completion of a Disposition that complies with Section 16.1(b), the Seller Group Entities that no longer have an interest, directly or indirectly, in Seller or the Project shall concurrently be released from their respective obligations hereunder and under the Security Documents or any Disposition other applicable Offtake Document, except for any obligations that remain outstanding or for any rights that have accrued to the Company; (d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (e) by any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent Purchasers prior to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any such Permitted Disposition, any Person (including such Person’s spouse, if any), other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purposes of this Agreement.

Permitted Dispositions. The following Dispositions shall be permitted without compliance with Company will not, and will not permit any of its Subsidiaries to, Dispose of any of the provisions Company’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Section 2 through 4 (each a “Permitted Disposition”):Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is: (a) by any Holderinventory or obsolete, damaged, worn out or surplus property Disposed of in the case ordinary course of Common Stock, with respect to a Public Sale in connection with its business or assets no longer necessary or required for the exercise business of Piggy-Back Registration Rights in accordance with Section 10such Person; (b) permitted by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such HolderSection 7.2.7; (c) any (i) for fair market value and (if the amount of non-cash consideration received exceeds $25,000,000, consideration consisting of not less than 75% in cash (including cash equivalents), (ii) the Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2, and (iii) the CompanyNet Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause over the term of this Agreement, does not exceed (individually or in the aggregate) $200,000,000; (d) a Disposition of assets by (i) the Company to an Obligor that guarantees all of the Obligations, (ii) an Obligor that guarantees all of the Obligations to the Company or another Obligor that guarantees all of the Obligations, (iii) a Designated Borrower to an Obligor that guarantees all of the Obligations of such Designated Borrower or by such Obligor to such Designated Borrower, (iv) a Subsidiary that is not an Obligor to another Subsidiary that is not an Obligor and (v) an Obligor that guarantees all of the Obligations to a Subsidiary that is not an Obligor, provided any such Disposition shall not exceed (individually or in the aggregate) $25,000,000 in any Fiscal Year; (e) made by the Company or any of its Subsidiaries to any Person who is not a Subsidiary of the Company or is an SPV pursuant to the Permitted Receivables Program; (f) a Disposition of assets made by the Company or any of its Subsidiaries in exchange for other assets used or useful to the business of the Company or any of its Subsidiaries; (g) a Disposition of any Specified Asset; (h) Dispositions in connection with the consummation of the Potential Corporate Restructuring; and (i) any other Disposition made by TopCo Parent to (x) one the Company or more any of its Affiliates Subsidiaries that does not exceed (individually or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (eaggregate) by $25,000,000 in any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any such Permitted Disposition, any Person (including such Person’s spouse, if any), other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purposes of this AgreementFiscal Year.

Permitted Dispositions. The following Dispositions shall be permitted without compliance with the provisions of Section 2 through Sections 3, 4 (each a “Permitted Disposition”):and 9; however, Sections 5 and 8 shall apply to the following Dispositions: (a) by any Holder, in the case of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 106.1 between Holders; (b) 6.2 by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; (c) any Disposition to the Company; (d) (i) 6.3 by any Disposition by TopCo Parent Holder which is a trust, partnership, limited partnership, corporation or limited liability company to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parententity that controls, or (iv) is controlled by, or is under common control with such Holder, or to any “Permitted Transfer” (as defined in the TopCo Parent Agreement); andHolder from any entity that controls, or is controlled by, or is under common control with such Holder; (e) 6.4 by any individual Holder during such Holder’s lifetime to any of such Holder’s AffiliatesAssociates, provided that a Disposition to a Holder’s spouse under this Section 6.4 must be made during marriage and not incident to divorce; and provided further, that any such transferee as granted the voting rights to the transferring Holder required below; 6.5 to any individual Holder during such Holder’s lifetime by any of such Holder’s Associates; provided that the Board has first provided its written consent a Disposition by a Holder’s spouse to such DispositionHolder under this Section 6.5 must be made during marriage and not incident to divorce; 6.6 upon the death of any individual Holder, to the estate, beneficiaries, heirs or legatees of such Holder; 6.7 by: (i) any Holder at the then current Purchase Price, to any individual Person who becomes an employee of the Company or a direct or indirect majority-owned subsidiary of the Company at the Effective Date; provided that any such employee becomes a party to this Agreement as provided below and is not included in a Designated Holder Group; (ii) any Holder at the then current Purchase Price to any individual Person who becomes a non-employee director of the Company or a direct or indirect majority-owned subsidiary of the Company at the Effective Date; provided that such individual Person becomes a party to this Agreement as provided below and is not included in a Designated Holder Group; 6.8 [Intentionally omitted]; 6.9 by any Holder which is a trust, partnership, limited partnership, corporation or limited liability company to the record owners of such Holder, if any, or the beneficiaries of such Holder as a distribution pursuant to law, the governing instrument or charter of such Holder, or the dissolution of such Holder; 6.10 by any Holder in a public sale or public distribution pursuant to such Holder’s rights under any registration rights agreement to which the Company is a party; 6.11 by any Holder to any direct or indirect majority-owned subsidiary of the Company; and 6.12 pursuant to Sections 9 or 10; provided, however, that, unless otherwise waived by the Board in its sole discretion, that as a condition precedent to any such Permitted Dispositionpermitted Disposition (i) (other than a Disposition pursuant to Sections 6.1, 6.2 or 6.11), any Person (including any such individual Person’s spouse, if any), other than (x) intending to acquire the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person Shares to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has be Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound this Agreement by this Agreement, shall be required to subject executing an Adoption Agreement in the Common Stock acquired by such Person form of Exhibit “A” attached hereto or in any other form having substantially the same effect satisfactory to the provisions of this Company (an “Adoption Agreement”), and thereafter any whereupon such Person shall be deemed a “Holder,” for and shall have all of the purposes rights and obligations of a “Holder,” under this Agreement, and such Shares shall be subject to the provisions of this AgreementAgreement and (ii) with respect to a Disposition pursuant to Sections 6.4, such Adoption Agreement shall include the voting agreement provisions set forth in Section 5 of the form of Adoption Agreement in the form of Exhibit “A” attached hereto; provided, further, that notwithstanding the foregoing, a Holder may not make a Disposition to any Person if such Disposition is made with the intent and purpose of avoiding the restrictions on dispositions in this Agreement (it being understood that the purpose of this sentence is to prohibit any Disposition that is otherwise permitted by this Agreement but for which the transferring Holder intends at the time of such Disposition to effect a change in the relationship between the transferring Holder and such transferee after such Disposition with the intent and purpose that the transferring Holder will have indirectly made a Disposition which would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Disposition).

Permitted Dispositions. The following Dispositions shall be permitted without compliance with (a) Any holder of Units may Dispose of such Units by way of contribution, transfer or gift to a Permitted Transferee of such holder, subject to the applicable provisions of Section 2 through 4 7.1 (each a “Permitted Disposition”): (a) by any Holder, in the case of Common Stock, with respect but not subject to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 10; (b) by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; (c) any Disposition to the Company; (d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s7.5), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (e) by any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any that (i) such Permitted Disposition, Transferee shall not be entitled to make any Person (including further Dispositions of such Person’s spouse, if anyUnits in reliance upon this Section 7.3(a), other than except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder or a Person to whom such transfer is permitted under Section 7.2, (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units under and agree to comply with the provisions of this Agreement and (iii) if a Permitted Transferee that has received Units at any time ceases to be a Permitted Transferee of such original holder, then such transferee shall make a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder, and if the transferee fails to make such a Disposition within forty-five (45) days of the transferee ceasing to be a Permitted FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Transferee of such original holder, then the Company may, at its option, (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, provide such transferee with at least five (5) Business Days’ prior written notice of its intent to exercise its rights under clause (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.17.3(a), so acquiring and (y) if, within such Common Stock from five (5) Business Day period, such transferee has still not made a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person Disposition to the provisions original holder or another Permitted Transferee of such original holder, cause such transferee to forfeit such Units to the Company with no consideration being paid to such holder for such Units. (b) A Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this AgreementSection 7.3 is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, and thereafter any which Disposition would not have been directly permitted under this Section 7.3 had such Person shall be deemed a “Holder” for the purposes of this Agreementchange in such relationship occurred prior to such Disposition).