Common use of Prohibition on Transfers Clause in Contracts

Prohibition on Transfers. (a) Except as otherwise specifically provided herein, no Interest Holder may sell, assign, transfer, pledge, encumber, or otherwise dispose of (any of which is a “Transfer”) its Interest, in whole or in part, or enter into any agreement or grant any options or rights with respect thereto, whether by action of such Interest Holder or by operation of law or otherwise, without the prior written consent of the Managing Member, which consent, in the Managing Member’s sole and absolute discretion, may be withheld. For purposes of this Section 11.1(a), a Change of Control of an Interest Holder shall be deemed a Transfer of such Interest Holder’s interest in the Company and shall require the written consent of the Managing Member pursuant to this Section 11.1 before the Company shall recognize the holder of the interest that was deemed to have been transferred as a Member (rather than an Economic Interest Holder); provided, however, that a Change of Control of an Interest Holder that is an entity the equity interests of which are publicly traded shall not be subject to the foregoing requirement. As used herein, the term “Change of Control” shall mean with respect to an Interest Holder the closing of the transfer (whether by sale, merger, consolidation, reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons, of the securities of such Interest Holder if, after such closing, the holders of a majority of the securities of such Interest Holder immediately prior to such transaction or series of transactions would no longer hold, in substantially similar proportions vis-à-vis each other such holder, more than fifty percent (50%) of the outstanding voting securities of such Interest Holder (or the surviving or acquiring entity) immediately after such transaction or series of transactions; provided, however, that if an Interest Holder is itself a partnership, then the withdrawal or admission of a general partner to such partnership shall constitute a Change of Control; provided, further, that (i) involuntary transfers of the securities of an Interest Holder as a result of death, divorce or bona fide gift, (ii) transfers of the securities of an Interest Holder between Affiliates (for purposes other than the avoidance of the application of this Section 11.1(a)) and (iii) other transactions the purpose of which is not to avoid the application of this Section 11.1(a), as determined by the Managing Member, shall not be considered a Change of Control.

Prohibition on Transfers. Prior to the Closing, each of Insight and Insight Parent shall not, and shall cause their respective Affiliates not to, transfer or permit any direct or indirect transfer by any beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of any equity or other voting security of Insight, Insight Parent or any Controlled Affiliate of Insight Parent (collectively, “Insight Equity Securities”) other than transfers of Insight Equity Securities of Insight Parent to “Permitted Assignees” (as that term is defined in the Insight Communications Company, Inc. Securityholders Agreement dated as of December 16, 2005, in the form provided to Comcast prior to the date of this Amendment (the “Securityholders Agreement”)) provided that (1) in the case of a transfer under clause (a) Except of that term the transferee continues to be subject to the relationship described therein with respect to the transferor, (2) in the case of a transfer to a trust pursuant to clause (b) of that term, the trust continues to have the relationship described in clause (c) of the definition of “Family Group” in the Securityholders Agreement, (3) in the case of a transfer pursuant to clause (c) of that term, the relationship(s) described therein (and in the definition of Family Group, as otherwise specifically provided hereinapplicable) continue, no Interest Holder and (4) in the case of a transfer under clause (d) of that term on or prior to December 31, 2007, a transfer may sell, assign, transfer, pledge, encumber, be made only to a Subsidiary of Carlyle and subject to the continuation of that Subsidiary relationship. Insight Parent will (i) promptly notify Comcast of any such transfer or otherwise dispose contemplated transfer of Insight Equity Securities and (ii) be responsible hereunder for any transfer of which is a “Transfer”) its InterestInsight Equity Securities, in whole or each case, in part, or enter into any agreement or grant any options or rights with respect thereto, whether by action of such Interest Holder or by operation of law or otherwise, without the prior written consent violation of the Managing Member, which consent, in the Managing Member’s sole and absolute discretion, may be withheldimmediately preceding sentence. For purposes the avoidance of doubt, entry into an agreement (without consummating the transactions thereunder) to transfer Insight Equity Securities shall not constitute a violation of this Section 11.1(a)Amendment. For the avoidance of doubt and notwithstanding the foregoing, (A) no transfer of any equity securities of The Carlyle Group (or an entity that is formed for the purpose of effectuating a Change transfer of Control any equity securities of an Interest Holder The Carlyle Group and that will own all or substantially all of the assets of The Carlyle Group and that is not formed with the intent of circumventing the prohibition on transfers of Insight Equity Securities) at any time shall be deemed to violate this Section 1.16 (even if the transaction could be deemed to be an indirect transfer of Insight Equity Securities by Carlyle); (B) no transfer of any equity securities of any affiliated fund or company that is, in any such case, a Transfer direct or indirect Subsidiary of The Carlyle Group and that is a beneficial owner of Insight Equity Securities (excluding a Subsidiary that is formed for the purpose of effectuating a transfer of any equity securities of The Carlyle Group and that will own all or substantially all of the assets of The Carlyle Group and that is not formed with the intent of circumventing the prohibition on transfers of Insight Equity Securities), or of all or substantially all of the assets of any such affiliated fund or company that includes Insight Equity Securities (other than a direct transfer of Insight Equity Securities), at any time shall be deemed to violate this Section 1.16 so long as the intent of such Interest Holdertransaction was not to circumvent the prohibition on transfers of Insight Equity Securities (including, for the avoidance of doubt, (i) transfers of any limited partner interests in an affiliated fund managed by The Carlyle Group or its Affiliates so long as the intent of such transfer was not to circumvent the prohibition on transfers of Insight Equity Securities, and (ii) any transfer of equity interests or other assets from one affiliated fund that is a Subsidiary of The Carlyle Group to another affiliated fund that is a Subsidiary of The Carlyle Group so long as the intent of such transfer was not to circumvent the prohibition on transfers of Insight Equity Securities); provided that notwithstanding anything to the contrary in this Amendment, if the transfer in a transaction referred to in this clause (B) results in any Person other than The Carlyle Group or a Subsidiary of The Carlyle Group directly or indirectly holding The Carlyle Group’s interest in the Company Insight Equity Securities (excluding, for the avoidance of doubt, (i) transfers of any limited partner interests in an affiliated fund managed by The Carlyle Group or its Affiliates so long as the intent of such transfer was not to circumvent the prohibition on transfers of Insight Equity Securities, and shall require (ii) any transfer of equity interests or other assets from one affiliated fund that is a Subsidiary of The Carlyle Group to another affiliated fund that is a Subsidiary of The Carlyle Group so long as the written consent intent of such transfer was not to circumvent the prohibition on transfers of Insight Equity Securities) and the value of the Managing Member pursuant Insight Equity Securities transferred (directly or indirectly) to such a Person in such transaction referred to in this Section 11.1 before the Company shall recognize the holder clause (B) constitutes a material portion of the interest that was deemed value of such transaction, then Insight shall within one (1) Business Day of the consummation of such transaction give Comcast notice thereof and (x) if Insight has not previously caused the Partnership to have been transferred take all steps necessary to cause the 9¾% Bonds either to be (i) redeemed or paid off or (ii) amended, supplemented or waived in such a manner as a Member to permit the Closing as contemplated hereunder to occur without redemption or payoff (rather than an Economic Interest Holder); provided, however, that a Change of Control of an Interest Holder that is an entity and without any liability under the equity interests of which are publicly traded shall not be subject to the foregoing requirement. As used herein, the term “Change of Control” shall mean 9¾% Bonds with respect to an Interest Holder Comcast or the closing Comcast Systems Group following the Closing and otherwise reasonably acceptable to Comcast), or a combination thereof, then Insight shall within two (2) Business Days of the transfer (whether consummation of such transaction cause the Partnership to deliver the notice of redemption required by sale, merger, consolidation, reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons, Section 3.03 of the securities 9¾% Bonds Indenture and specifying a redemption date that is the last Business Day of the calendar month that contains the date that is thirty (30) days after the date of such Interest Holder notice of redemption; provided that if, after at the time such closing, the holders notice of a majority redemption is to be delivered any of the securities of such Interest Holder immediately prior Closing Conditions (other than any Closing Conditions to such transaction be satisfied at the Closing) have not been satisfied or series of transactions would no longer hold, in substantially similar proportions vis-à-vis each waived (other such holder, more than fifty percent (50%) of the outstanding voting securities of such Interest Holder (or the surviving or acquiring entity) immediately after such transaction or series of transactions; provided, however, that if an Interest Holder is itself a partnership, then the withdrawal or admission of a general partner to such partnership shall constitute a Change of Control; provided, further, that (i) involuntary transfers of the securities of an Interest Holder as a result of deatha breach of this Amendment by Insight), divorce then Insight shall deliver the notice of redemption on the day following the satisfaction or bona fide gift, (ii) transfers waiver of all of the securities of an Interest Holder between Affiliates Closing Conditions (for purposes other than any Closing Conditions to be satisfied at the avoidance Closing) and specifying a redemption date that is the last Business Day of the application calendar month that contains the date that is thirty (30) days after the date of this Section 11.1(a)) the notice of redemption, and (iiiy) other transactions the purpose of which is not to avoid the application of this Section 11.1(a), as determined by the Managing Member, Insight shall not be considered permitted to elect to postpone the Closing (pursuant to Section 1.11(c) or otherwise) or take any action that would otherwise reasonably be expected to prevent, delay or otherwise interfere with the consummation of the transactions contemplated hereby as promptly as possible; and (C) a Change direct or indirect transfer by The Carlyle Group or any of Controlits affiliated funds or companies of the equity securities of Insight Parent after December 31, 2007 shall not be deemed to violate this Section 1.16.

Prohibition on Transfers. (a) Except Section 11.1.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: “Prohibition on Transfers. a. Prior to the issuance of a Certificate of Completion for the Phase I Improvements and except as otherwise specifically provided permitted herein, no Interest Holder may sell, assignLessee shall not cause or permit any sale, transfer, pledgeconveyance, encumberassignment, lease, sublease, hypothecation, Mortgage or otherwise dispose pledge (each of (any of which is the foregoing being referred to in this Lease as a “Transfer”) its Interest, in whole of the Improvements or in partof the Premises or Components of Phase I or any interest therein, or enter into of any agreement interest in this Lease, or grant of any options or rights with respect thereto, whether by action of such Interest Holder or by operation of law or otherwiseownership interest in Lessee relating to Phase I, without the prior written consent of the Managing MemberAuthority, which consent, consent maybe granted or withheld in Authority’s sole discretion. Lessee acknowledges that the consent to a Transfer by Authority shall also be subject to Authority obtaining the prior consent to such Transfer by the County as and to the extent set forth in the Managing Member’s sole Phase I County Ground Lease and absolute discretionthe DDA. b. After the issuance of a Certificate of Completion for Phase I and except as specifically permitted herein, may be withheld. For purposes any Transfer of this Section 11.1(a)Lease or of the Premises or the Improvements, a Change of Control of an Interest Holder or any Components, or any interest therein, shall be deemed a Transfer of such Interest Holder’s interest in the Company and shall not require the written consent of the Managing Member pursuant to this Authority and shall be governed by the terms of Section 11.1 before the Company shall recognize the holder of the interest that was deemed to have been transferred as a Member (rather than an Economic Interest Holder); provided, however, that a Change of Control of an Interest Holder that is an entity the equity interests of which are publicly traded shall not be subject to the foregoing requirement. As used herein, the 11.3. c. The term “Change of Control” Transfer”, as defined in Section 11.1.2(2), shall mean also include (i) with respect to an Interest Holder a partnership or limited liability company, the closing withdrawal or change, voluntary, involuntary or by operation of law, of twenty-five percent (25%) or more of the partners or members, or transfer of twenty-five percent or more of partnership or membership interests, within a twelve (whether by sale12)- month period, or the dissolution of the partnership or limited liability company without immediate reconstitution thereof, and (ii) with respect to a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation, consolidation or other reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons, of the securities of such Interest Holder ifcorporation or, after such closing, (B) the holders sale or other transfer of a majority of the securities of such Interest Holder immediately prior to such transaction or series of transactions would no longer hold, in substantially similar proportions vis-à-vis each other such holder, more than fifty an aggregate of twenty-five percent (5025%) of the outstanding voting securities of such Interest Holder (or the surviving or acquiring entity) immediately after such transaction or series of transactions; provided, however, that if an Interest Holder is itself a partnership, then the withdrawal or admission of a general partner to such partnership shall constitute a Change of Control; provided, further, that (i) involuntary transfers shares of the securities corporation (including to immediate family members by reason of gift or death) within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of more than an Interest Holder as a result aggregate of death, divorce or bona fide gift, twenty-five percent (ii25%) transfers of the securities of an Interest Holder between Affiliates (for purposes other than the avoidance value of the application unencumbered assets of this the corporation with a twelve (12)-month period. The term “Transfer” shall also include a change in Control (as defined in Section 11.1(a)1.2 above) and (iii) other transactions of the purpose of which is not to avoid the application of this Section 11.1(a), as determined by the Managing Member, shall not be considered a Change of Controlsubject entity.