Common use of Restriction on Dispositions of Interests Clause in Contracts

Restriction on Dispositions of Interests. (a) Dispositions of Diamond Class A Member Interest. Except as provided in Article XI or Section 13.15, the Diamond Class A Member shall not Dispose of (other than by a retirement, repurchase or redemption) all or any portion of its Diamond Class A Member Interest or withdraw from Diamond without the prior written consent of the Diamond Class B Member (or, if EPED B is not the Managing Member of the Diamond Class B Member, the prior written consent of EPED B) in its sole discretion; provided, however, that during the Extension Period, no such consent shall be required in connection with the Disposition by the Diamond Class A Member of its Diamond Class A Member Interest to a Qualified Holder at any time after the Asset Sale Standstill Period for such Disposition shall have expired. Following any such Disposition by Investor of its entire Diamond Class A Member Interest, Investor shall be deemed withdrawn from Diamond as a Diamond Class A Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Diamond Interest will be admitted as a Diamond Class A Member without further action or consent by any other Member. (b) Dispositions of Diamond Class B Member Interest. The Diamond Class B Member shall not Dispose of its Diamond Class B Member Interest to any Person or withdraw Diamond LLC Agreement from Diamond without the prior written consent of the Diamond Class A Member in its sole discretion; provided, however, that the Diamond Class B Member may Dispose of all or any portion of its Diamond Class B Member Interest to any El Paso Affiliate that is a Qualified Holder. Following any Disposition of the Diamond Class B Member Interest in whole, the Diamond Class B Member shall be deemed withdrawn from Diamond as a Diamond Class B Member. Upon any Disposition made in accordance with this Section 10.1(b), the transferee of such Diamond Interest will be admitted as a Diamond Class B Member without further action or consent by any other Member.

Restriction on Dispositions of Interests. (a) Dispositions of Diamond Class A Topaz Minority Member Interest. Except as provided in Article XI or Section 13.15, the Diamond Class A Topaz Minority Member shall not Dispose of (other than by a Topaz LLC Agreement retirement, repurchase or redemption) all or any portion of its Diamond Class A Topaz Minority Member Interest or withdraw from Diamond Topaz without the prior written consent of the Diamond Class B Topaz Majority Member (or, if EPED B is not the Managing Member of the Diamond Class B Member, the prior written consent of EPED B) in its sole discretion; provided, however, that (1) following the occurrence of a Note Trigger Event, Specified Equity Event, Shareholder Trigger Event or, after the repayment in full of the Outstanding Notes, an acceleration of the New Notes as a result of a New Indenture Event of Default, or (2) during the Extension Period, no such consent shall be required in connection with the Disposition by the Diamond Class A Topaz Minority Member of its Diamond Class A Topaz Minority Member Interest to a Qualified Holder at any time after (x) if the Outstanding Notes and New Notes have not been paid in full, the occurrence of the applicable Asset Remedy Standstill Expiration Date or, in the case of a Specified Equity Event, the earliest of the Special Management Replacement Date, the date on which an Asset Remedy Notice becomes effective in accordance with Section 11.3(a) or the date on which a Liquidation Notice becomes effective under Section 12.10, or (y) if the Outstanding Notes and New Notes have been paid in full, the earlier of a Specified Equity Event and the expiration of the Asset Sale Standstill Period Period, as applicable, for such Disposition shall have expiredDisposition. Following any such Disposition by Investor of its entire Diamond Class A Topaz Minority Member Interest, Investor shall be deemed withdrawn from Diamond Topaz as a Diamond Class A Topaz Minority Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Diamond Topaz Interest will be admitted as a Diamond Class A Topaz Minority Member without further action or consent by any other Member. (b) Dispositions of Diamond Class B Member Interest. The Diamond Class B Member shall not Dispose of its Diamond Class B Member Interest to any Person or withdraw Diamond LLC Agreement from Diamond without the prior written consent of the Diamond Class A Member in its sole discretion; provided, however, that the Diamond Class B Member may Dispose of all or any portion of its Diamond Class B Member Interest to any El Paso Affiliate that is a Qualified Holder. Following any Disposition of the Diamond Class B Member Interest in whole, the Diamond Class B Member shall be deemed withdrawn from Diamond as a Diamond Class B Member. Upon any Disposition made in accordance with this Section 10.1(b), the transferee of such Diamond Interest will be admitted as a Diamond Class B Member without further action or consent by any other Member.

Restriction on Dispositions of Interests. (a) Dispositions of Diamond Class A Member Interest. Except as provided in Article XI or Section 13.15, the Diamond Class A Member shall not Dispose of (other than by a retirement, repurchase retirement or redemption) all or any portion of its Diamond Class A Member Interest or withdraw from Diamond Chaparral without the prior written consent of the Diamond Primary Class B Member (or, if EPED B is not the Managing Member of the Diamond Class B Member, the prior written consent of EPED B) in its sole discretion; provided, however, that during the Extension Period, no such consent of the Primary Class B Member shall be required in connection with the Disposition by the Diamond Class A Member of its Diamond Class A Member Interest to a Qualified Holder at any time (x) after (i) the Asset Sale Standstill Period for such Disposition shall have expiredoccurrence of a Limestone Note Trigger Event or (ii) the occurrence of a Specified Equity Event or (y) during the Earn-Out Period. Following any such Disposition by Investor Limestone of its entire Diamond Class A Member InterestInterest in Chaparral, Investor Limestone shall be deemed withdrawn from Diamond Chaparral as a Diamond Class A Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Diamond Interest will be admitted as a Diamond Class A Member of Chaparral without further action or consent by any other Member. (b) Dispositions of Diamond Class B Member Interest and any Additional Class B Member Interest. The Diamond No Class B Member shall not Dispose of its Diamond Class B Member Interest to any Person or withdraw Diamond LLC Agreement from Diamond Chaparral without the prior written consent of the Diamond Class A Member in its sole discretionMember; provided, however, that the Diamond any Class B Member may Dispose of all or any portion of its Diamond Class B Member Interest to any El Paso Affiliate that is a Qualified HolderHolder and shall, if such interest is transferred in whole, be deemed withdrawn from Chaparral as a Class B Member. Following Except as provided in Article XI or Section 13.15, no holder of any Disposition of the Diamond Additional Class B Member Interest shall Dispose of (other than by a retirement or redemption) all or any portion of such Additional Class B Member Interest without the prior written consent of the Primary Class B Member in wholeits sole discretion; provided, that no such consent of the Diamond Primary Class B Member shall be required in connection with the Disposition by the holder of any Additional Class B Member Interest to a Fifth Amended and Restated Chaparral LLC Agreement Chaparral LLC Agreement Qualified Holder after the occurrence of a Limestone Note Trigger Event, Specified Equity Event or Limestone Certificate Trigger Event. Following any Disposition in whole by the holder of any Additional Class B Member Interest, such holder shall be deemed withdrawn from Diamond Chaparral as a Diamond Class B Member. Upon any Disposition made in accordance with this Section 10.1(b), the transferee of such Diamond Interest will be admitted as a Diamond Class B Member of Chaparral without further action or consent by any other Member.

Restriction on Dispositions of Interests. (a) Dispositions of Diamond Class A Garnet Preferred Member Interest. Except as provided in Article XI or Section 13.15, the Diamond Class A Garnet Preferred Member shall not Dispose of (other than by a retirement, repurchase retirement or redemption) all or any portion of its Diamond Class A Garnet Preferred Member Interest or withdraw from Diamond Garnet without the prior written consent of the Diamond Class B Garnet Common Member (or, if EPED B is not the Managing Member of the Diamond Class B Member, the prior written consent of EPED B) in its sole discretion; provided, however, that (1) following the occurrence of a Note Trigger Event, Specified Equity Event, Shareholder Trigger Event or, after the repayment in full of the Outstanding Notes, an acceleration of the New Notes as a result of a New Indenture Event of Default, or (2) during the Extension Period, no such consent shall be required in connection with the Disposition by the Diamond Class A Garnet Preferred Member of its Diamond Class A Garnet Preferred Member Interest to a Qualified Holder at any time after (x) if the Outstanding Notes and New Notes have not been paid in full, the occurrence of the applicable Asset Remedy Standstill Expiration Date or, in the case of a Specified Equity Event, the earliest of the Special Management Replacement Date, the date on which an Asset Remedy Notice becomes effective in accordance with Section 11.3(a) or the date on which a Liquidation Notice becomes effective under Section 12.10, or (y) if the Outstanding Notes and New Notes have been paid in full, the earlier of a Specified Equity Event and the expiration of the Asset Sale Standstill Period Period, as applicable, for such Disposition shall have expiredDisposition. Following any such Disposition by Investor the Garnet Preferred Member of its entire Diamond Class A Garnet Preferred Member InterestInterest in Garnet, Investor the Garnet Preferred Member shall be deemed withdrawn from Diamond Garnet as a Diamond Class A Garnet Preferred Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Diamond Garnet Interest will be admitted as a Diamond Class A Garnet Preferred Member without further action or consent by any other Member. (b) Dispositions of Diamond Class B Garnet Common Member Interest. The Diamond Class B Garnet Common Member shall not Dispose of its Diamond Class B Garnet Common Member Interest to any Person or withdraw Diamond LLC Agreement from Diamond Garnet without the prior written consent of the Diamond Class A Garnet Preferred Member in its sole discretion; provided, however, that the Diamond Class B Garnet Common Member may Dispose of all or any portion of its Diamond Class B Garnet Common Member Interest to any El Paso Affiliate that is a Qualified Holder. Following any Disposition of the Diamond Class B Garnet Common Member Interest in whole, the Diamond Class B Garnet Common Member shall be deemed withdrawn from Diamond Garnet as a Diamond Class B Garnet Common Member. Upon any Disposition made in accordance with this Section 10.1(b), the transferee of such Diamond Garnet Interest will be admitted as a Diamond Class B Garnet Common Member without further action or consent by any other Member.