Common use of Substituted Members Clause in Contracts

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumes, by written instrument satisfactory to the Company pursuant to Section 8.l(b)(ix) above, all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by a Founding Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee of the Founding Member prior to and following the Transfer, or (ii) in the case of a direct or indirect Change of Control of the Founding Member, or any direct or indirect holder of equity in the Founding Member, following the Change of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transferee.

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her its place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such the transferee assumes, by written instrument satisfactory executes and delivers to the Company pursuant a signature page counterpart to Section 8.l(b)(ix) above, this Agreement and an acceptance of all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership terms and conditions of this Agreement (including such other documents or instruments as may be required to effect the Units or other Equity Interests admission in the Company being TransferredBoard’s reasonable judgment). (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a A transferee who has been admitted as a Substituted Member in accordance with this Section 8.2(a) 9.6 shall have all the rights and powers (except as provided in Section 7.1) and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1Units. (c) In the event Admission of a Transfer by Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of a Founding Substituted Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee Company shall amend Schedule A to reflect the name and address of, and number and class of Units held by, such Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the Founding predecessor of such Substituted Member prior (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and following the Transfer, or (ii) in to the case of a direct or indirect Change of Control extent of the Founding Transfer to such Substituted Member, or any direct or indirect holder the transferor Member shall be relieved of equity in its obligations under this Agreement, provided that a Transfer to a wholly owned subsidiary shall not relieve the Founding Member, following the Change parent entity of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transfereeobligations under this Agreement.

Substituted Members. (a) No Member shall have the right to substitute a transferee other than a Permitted Transferee as a Member in his its place. A transferee of the interest of a Member may be admitted as a Substituted Member only with the consent of the Manager; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Manager, subject to compliance with the last sentence of this Section 10.4. The failure or her place with respect refusal by the Manager to permit a transferee of any such interests to become a Substituted Member shall not give rise to any Units or other Equity Interests in cause of action against the Company so Transferred (including any transferee permitted by Section 8.1) or the Manager. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Manager (i) such Transfer is made in compliance with the terms of an executed Joinder to this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and Agreement, (ii) Consent by Spouse (if applicable), and (iii) such transferee assumes, by written instrument satisfactory other documents and instruments as the Manager may require to the Company pursuant to Section 8.l(b)(ix) above, all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferoreffect such Assignee’s ownership of the Units or other Equity Interests in the Company being Transferredadmission as a Substituted Member. (b) Except Concurrently with, and as provided in Section 8.2(cevidence of, the admission of a Substituted Member, the Manager shall amend the Register and the books and records of the Company to reflect the name, address and number of Units of such Substituted Member and to eliminate or adjust, if necessary, the name, address and number of Units of the predecessor of such Substituted Member. (c) and otherwise in this Agreement, a A transferee who has been admitted as a Substituted Member in accordance with Section 8.2(a) this Article X shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1Agreement. (c) In the event of a Transfer by a Founding Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee of the Founding Member prior to and following the Transfer, or (ii) in the case of a direct or indirect Change of Control of the Founding Member, or any direct or indirect holder of equity in the Founding Member, following the Change of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transferee.

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumesassumes and agrees to be bound, by written instrument satisfactory to the Company Manager pursuant to Section 8.l(b)(ix) above8.l(b)(viii), all the rights and powers and is subject to all the restrictions rights, powers, restrictions, duties and liabilities that were applicable to the transferor by virtue of the transferor’s 's ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions restrictions, duties and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by a Founding Rio Tinto Member, the transferee shall not have the rights and powers of a Founding Rio Tinto Member under this Agreement unless (i) the transferee is a Permitted Transferee of the Founding Member Rio Tinto Members prior to and following the Transfer, or (ii) in the case of a direct or indirect Change of Control of the Founding Member, or any direct or indirect holder of equity in the Founding Member, following the Change of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transferee.

Substituted Members. (a) No Member A Permitted Transferee of any Units in accordance with the provisions of this Article VI, shall have be admitted to the right to substitute a transferee Company as a Member in his or her place (a “Substituted Member”) and entitled to all the rights of a Member with respect to any such Transferred Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless if and only if (i) the transferring Member gives the Permitted Transferee such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and right, (ii) such transferee assumes, by written instrument satisfactory to the Company pursuant to Section 8.l(b)(ix) above, all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by a Founding Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee and (iii) the Permitted Transferee has agreed in writing to be bound by the provisions of this Agreement. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to and made in accordance with the terms and conditions of this Article VI, has been received and accepted by the Company, has been recorded on the books of the Founding Member prior to Company and following all fees and expenses of the Transfer, or (ii) Company incurred in connection with such transfer have been paid in full in accordance with Section 6.3. Upon the case admission of a direct or indirect Change Substituted Member, the Schedule of Control Members attached hereto shall be amended to reflect the Transfer to the Substituted Member. (c) Following a Transfer of Units that is permitted under this Article VI, the Permitted Transferee of such Units who is admitted as a Substituted Member shall be treated as having made all of the Founding MemberCapital Contributions in respect of, or any direct or indirect holder of equity in the Founding Member, following the Change of Control the Founding Member’s ESA Party or its stockholders owns 50% or more and received all of the general voting power allocations and distributions received in respect of, such Units, shall succeed to the Capital Account (as defined below) associated with such Units and any Permitted Transferee shall receive allocations and distributions in respect of the transfereesuch Units as if such transferee were a Member.

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her its place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such the transferee assumes, by written instrument satisfactory executes and delivers to the Company pursuant a signature page counterpart to Section 8.l(b)(ix) above, this Agreement and an acceptance of all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership terms and conditions of this Agreement (including such other documents or instruments as may be required to effect the Units or other Equity Interests admission in the Company being TransferredBoard’s reasonable judgment). (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a A transferee who has been admitted as a Substituted Member in accordance with this Section 8.2(a) 9.6 shall have all the rights and powers (except as provided in Section 7.1) and be subject to all the restrictions and liabilities of a Member under this 27 Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1Units. (c) In the event Admission of a Transfer by Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of a Founding Substituted Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee Company shall amend Schedule A to reflect the name and address of, and number and class of Units held by, such Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the Founding predecessor of such Substituted Member prior (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and following the Transfer, or (ii) in to the case of a direct or indirect Change of Control extent of the Founding Transfer to such Substituted Member, or any direct or indirect holder the transferor Member shall be relieved of equity in its obligations under this Agreement, provided that a Transfer to a wholly owned subsidiary shall not relieve the Founding Member, following the Change parent entity of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transferee.obligations under this Agreement. SECTION 9.7

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumes, by written instrument satisfactory to the Company pursuant to Section 8.l(b)(ix) above, all the rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by a Founding Member, the transferee shall not have the rights and powers of a Founding Member under this Agreement unless (i) the transferee is a Permitted Transferee of the Founding Member prior to and following the Transfer, or (ii) in the case of a direct or indirect Change of Control of the Founding Member, or any direct or indirect holder of equity in the Founding Member, following the Change of Control transferee is Controlled by the Founding Member’s ESA Party Ultimate Parent or its stockholders owns 50% or more of following the general voting power of the transfereeTransfer.

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumesassumes and agrees to be bound, by written instrument satisfactory to the Company Manager pursuant to Section 8.l(b)(ix) above8.l(b)(viii), all the rights and powers and is subject to all the restrictions rights, powers, restrictions, duties and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions restrictions, duties and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by a Founding Rio Tinto Member, the transferee shall not have the rights and powers of a Founding Rio Tinto Member under this Agreement unless (i) the transferee is a Permitted Transferee of the Founding Member Rio Tinto Members prior to and following the Transfer, or (ii) in the case of a direct or indirect Change of Control of the Founding Member, or any direct or indirect holder of equity in the Founding Member, following the Change of Control the Founding Member’s ESA Party or its stockholders owns 50% or more of the general voting power of the transferee.