Common use of Substitution of a Member Clause in Contracts

Substitution of a Member. (a) No transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall become a substitute Member without the written consent of all of the Members, which consent may be withheld in the sole discretion of each Member. A transferee of a Member who receives unanimous consent to become a Member shall succeed to all the rights and interest of his transferor in the Company. A transferee of a Member who does not receive unanimous consent to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled and shall have no right to participate in the management of the business and affairs of the Company or to become a Member. (b) If a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate in the management of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(a). (c) No transfer of any interest in the Company otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the Managers. Without limiting the foregoing, any transferee (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by the provisions of this Article XIII with respect to any subsequent transfer. Upon admission of the transferee as a substitute member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred to the transferee.

Substitution of a Member. (a) No Except as provided in Section 8.5(c), no transferee (by conveyance, foreclosure, operation of law Law or otherwise) of the whole all or any portion of a Member's interest in the Company an Interest shall become a substitute substituted Member without the written consent of all unanimous approval of the MembersRepresentatives of the Management Committee, which consent approval may be withheld in the sole discretion of each Membersuch Representative. A transferee of a Member who an Interest that receives unanimous consent approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member who that does not receive unanimous consent approval to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled not become a Member, and shall have no right rights under this Agreement or the Act applicable to participate in the management of the business and affairs of the Company or to become a Member. (b) If Except as provided in Section 8.5(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the management sole discretion of the business and affairs of the Company without the written consent of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the other Members as provided rights and interests of his predecessor in Section 13.6(a)the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (c) Notwithstanding Sections 8.5(a) and (b), subject to compliance with Sections 8.3, 8.5(d), 8.6 and 8.7, a transferee of all or a portion of an Interest in connection with a Permitted Transfer or in connection with the foreclosure or transfer in lieu of foreclosure of a Permitted Interest Encumbrance shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee. (d) No transfer Transfer of any interest in the Company otherwise permitted under this Agreement Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred Transferred, and shall have agreed to be bound by all the terms and conditions hereofof this Agreement, by written instrument, duly acknowledged, instrument in form and substance reasonably satisfactory to the Managers. Without limiting non-transferring Members. (e) Upon the foregoing, any transferee (including but not limited to unanimous determination of the Management Committee that a transferee under Sections 13.2or the successor or representative of a Member has met the requirements for admission as a Member, 13.5 the Manager shall have the authority and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by duty to amend this Agreement and to execute on behalf of the provisions of this Article XIII with respect Members and the Company such amendments and other documents to any subsequent transfer. Upon the extent necessary to reflect the admission of the such transferee as a substitute membersubstituted Member. (f) Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred Interest Transferred to the transferee.; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer <PAGE>

Substitution of a Member. (a) No Except as provided in Section 8.7(c), no transferee (by conveyance, foreclosure, operation of law Law or otherwise) of the whole all or any portion of a Member's interest in the Company an Interest shall become a substitute substituted Member without the written consent of all unanimous approval of the MembersRepresentatives of the Management Committee, which consent approval may be withheld in the sole discretion of each Membersuch Representative. A transferee of a Member who an Interest that receives unanimous consent approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member who that does not receive unanimous consent approval to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled not become a Member, and shall have no right rights under this Agreement or the Act applicable to participate in the management of the business and affairs of the Company or to become a Member. (b) If Except as provided in Section 8.7(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the management sole discretion of the business and affairs of the Company without the written consent of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the other Members as provided rights and interests of his predecessor in Section 13.6(a)the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (c) Notwithstanding Sections 8.7(a) and (b), subject to compliance with Sections 8.7(d), 8.8 and 8.9, a transferee of all or a portion of an Interest in connection with a Permitted Transfer shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee. (d) No transfer Transfer of any interest in the Company otherwise permitted under this Agreement Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred Transferred, and shall have agreed to be bound by all the terms and conditions hereofof this Agreement, by written instrument, duly acknowledged, instrument in form and substance reasonably satisfactory to the Managers. Without limiting non-transferring Members. (e) Upon the foregoing, any transferee (including but not limited to unanimous determination of the Management Committee that a transferee under Sections 13.2or the successor or representative of a Member has met the requirements for admission as a Member, 13.5 the Manager shall have the authority and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by duty to amend this Agreement and to execute on behalf of the provisions of this Article XIII with respect Members and the Company such amendments and other documents to any subsequent transfer. Upon the extent necessary to reflect the admission of the such transferee as a substitute membersubstituted Member. (f) Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member's Interest, unless each other Member agrees in writing to any such release.

Substitution of a Member. (a) No Except as provided in Section 8.5(c), no transferee (by conveyance, foreclosure, operation of law Law or otherwise) of the whole all or any portion of a Member's interest in the Company an Interest shall become a substitute substituted Member without the written consent of all unanimous approval of the MembersRepresentatives of the Management Committee, which consent approval may be withheld in the sole discretion of each Membersuch Representative. A transferee of a Member who an Interest that receives unanimous consent approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member who that does not receive unanimous consent approval to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled not become a Member, and shall have no right rights under this Agreement or the Act applicable to participate in the management of the business and affairs of the Company or to become a Member. (b) If Except as provided in Section 8.5(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the management sole discretion of the business and affairs of the Company without the written consent of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the other Members as provided rights and interests of his predecessor in Section 13.6(a)the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (c) Notwithstanding Sections 8.5(a) and (b), subject to compliance with Sections 8.3, 8.5(d), 8.6 and 8.7, a transferee of all or a portion of an Interest in connection with a Permitted Transfer or in connection with the foreclosure or transfer in lieu of foreclosure of a Permitted Interest Encumbrance shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee. Limited Liability Company Operating Agreement of Alaska Gold Torrent LLC: Page 41 (d) No transfer Transfer of any interest in the Company otherwise permitted under this Agreement Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's ’s obligations to the extent of the interest transferred Transferred, and shall have agreed to be bound by all the terms and conditions hereofof this Agreement, by written instrument, duly acknowledged, instrument in form and substance reasonably satisfactory to the Managers. Without limiting non-transferring Members. (e) Upon the foregoing, any transferee (including but not limited to unanimous determination of the Management Committee that a transferee under Sections 13.2or the successor or representative of a Member has met the requirements for admission as a Member, 13.5 the Manager shall have the authority and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by duty to amend this Agreement and to execute on behalf of the provisions of this Article XIII with respect Members and the Company such amendments and other documents to any subsequent transfer. Upon the extent necessary to reflect the admission of the such transferee as a substitute membersubstituted Member. (f) Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member’s Interest, unless each other Member agrees in writing to any such release.

Substitution of a Member. (a) No Other than an assignee, legatee, or transferee of Merced (as provided in Section 4.1 above), no assignee, legatee, or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in Membership Interest will have the Company shall right to become a substitute substituted Member without the written consent of all approval of the MembersManaging Member, which consent approval may be withheld in the Managing Member’s sole discretion. The granting or denial of a request for approval will be within the absolute discretion of each the Managing Member; provided, however, that the Managing Member will not unreasonably withhold or delay consent regarding any Transfer of a Membership Interest by a Member to an Affiliate of such Member. A Any purported Transfer in violation of this Article IV will be null and void and the purported transferee of will become neither a Member who receives unanimous consent to become nor a holder of any interest in the Company whatsoever. A substituted Member that is admitted as a Member shall in accordance with Section 4.6 will succeed to all the rights and interest Membership Interest of his transferor in the Company. A transferee of a Member who does not receive unanimous consent to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled and shall have no right to participate in the management of the business and affairs of the Company or to become a Memberits assignor. (b) If a Member shall will be dissolved, merged or consolidated, its successor in successor-in- interest shall will have the same rights and obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall will not become a substituted Member and shall not have any right to participate in without the management prior approval of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(a)Managing Member pursuant to (a) above. (c) No transfer of any interest in the Company otherwise permitted under As conditions to its substitution as a Member pursuant to this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred Section, a Person will (i) execute and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledgeddeliver such instruments, in form and substance reasonably satisfactory to the Managers. Without limiting Managing Member, as the foregoing, any transferee Managing Member deem necessary in its sole discretion and (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)ii) that has not become pay all reasonable expenses of the Company in connection with its admission as a substituted Member shall nonetheless be bound by the provisions of this Article XIII with respect to any subsequent transfer. Upon admission of the transferee as a substitute member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred to the transfereeMember.

Substitution of a Member. (a) No transferee (by conveyance, foreclosure, operation of law or otherwise) of the whole all or any portion of a Member's interest in the Company Membership Interest shall become a substitute substituted Member without the written consent of all of the MembersBoard, which consent may be withheld in the sole discretion of each Memberthe Board. A transferee of a Member Membership Interest who receives unanimous the requisite consent to become a Member shall succeed to all of the rights and interest of his its transferor in the Company. A transferee of a Member who does not receive unanimous the requisite consent to become a Member shall not have any right to vote, shall be entitled only to the distributions to which his its transferor otherwise would otherwise be have been entitled and shall have no other right to participate in the management of the business and affairs of the Company or to become a Member. (b) If a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations obligation and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member without the consent of the Board, which consent may be withheld in the sole discretion of the Board. Such a successor in interest who receives the requisite consent to become a Member shall succeed to all of the rights and interests of its predecessor. A successor in interest who does not receive the requisite consent to become a Member shall not have any right to vote, shall be entitled only to the distributions to which its predecessor otherwise would have been entitled and shall have no right to participate in the management of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(a)or to become a Member. (c) No transfer Transfer of any interest in the Company otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred Transferred, and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the ManagersBoard. Without limiting the foregoing, any transferee (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by the provisions of this Article XIII 10 with respect to any subsequent transferTransfer. Upon admission of the transferee as a substitute membersubstituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred Transferred to the transfereetransferee ; provided, however, no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company pursuant to this Agreement or otherwise which has accrued through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) of all or part of such Member's interest in the Company unless the Board agrees to any such release.

Substitution of a Member. (a) No transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall become a substitute Member without the written consent of all of the Members, which consent may be withheld in the sole discretion of each Member. A transferee of a Member who receives unanimous consent to become a Member shall succeed to all the rights and interest of his transferor in the Company. A transferee of a Member who does not receive unanimous consent to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled and shall have no right to participate in the management of the business and affairs of the Company or to become a Member. (b) If a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate in the management of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(aSection13.6(a). (c) No transfer of any interest in the Company otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the Managers. Without limiting the foregoing, any transferee (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by the provisions of this Article XIII with respect to any subsequent transfer. Upon admission of the transferee as a substitute member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred to the transferee.

Substitution of a Member. (a) No Except as provided in Section 8.5(c) or with respect to any Transfer permitted by Sections 8.3 or 8.4, no transferee (by conveyance, foreclosure, operation of law Law or otherwise) of the whole all or any portion of a Member's interest in the Company an Interest shall become a substitute substituted Member without the written consent of all unanimous approval of the MembersManagement Committee, which consent approval may be withheld in the sole discretion of each MemberRepresentative. A transferee of a Member who an Interest that receives unanimous consent approval to become a Member shall succeed to all of the rights and interest of his its transferor in the Company. A transferee of a Member who that does not receive unanimous consent approval to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled not become a Member and shall have no right rights under this Agreement or the Act applicable to participate in the management of the business and affairs of the Company or to become a Member. (b) If Except as provided in Section 8.5(c) or with respect to any Transfer permitted by Sections 8.3 or 8.4, if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate without the unanimous approval of the Management Committee, which approval may be withheld in the management sole discretion of the business and affairs of the Company without the written consent of each Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the other Members as provided rights and interests of its predecessor in Section 13.6(a)the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (c) Notwithstanding Sections 8.5(a) and 8.5(b), subject to compliance with Sections 8.5(d), 8.6, and 8.7, a transferee of all or a portion of an Interest in connection with a Transfer pursuant to Sections 8.3 or 8.4 or as unanimously approved by the Management Committee shall automatically be admitted to the Company as a substituted Member with respect to the transferred Interest without the consent of any other Member or the Management Committee. (d) No transfer Transfer of any interest in the Company otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's ’s obligations to the extent of the interest transferred Interest Transferred, and shall have agreed to be bound by all the terms and conditions hereofof this Agreement, by written instrument, duly acknowledged, instrument in form and substance reasonably satisfactory to the Managers. Without limiting non-transferring Members. (e) Upon the foregoing, any transferee (including but not limited to determination of the Management Committee that a transferee under Sections 13.2or the successor or representative of a Member has met the requirements for admission as a Member, 13.5 the Management Committee shall have the authority and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by duty to amend this Agreement and to execute on behalf of the provisions of this Article XIII with respect Members and the Company such amendments and other documents to any subsequent transfer. Upon the extent necessary to reflect the admission of the such transferee as a substitute membersubstituted Member. (f) Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member’s Interest, unless each other Member agrees in writing to any such release.

Substitution of a Member. (a) Any transferee of a Membership Interest with respect to a Transfer that is permitted hereunder shall, subject to compliance with Sections 14.7(b), 14.8 and 14.9, automatically be admitted to the Company as a Member. No transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company Membership Interest with respect to a Transfer that is not permitted hereunder shall become a substitute substituted Member without the written consent of all the Representatives of the Membersnon-transferring Member, which consent may be withheld in the sole discretion of each Membersuch Representatives. A permitted transferee of a Member Membership Interest or a transferee of a Membership Interest who receives unanimous the requisite consent to become a Member shall succeed to all of the rights and interest of his its transferor in the Company. A transferee of with respect to a Member Transfer that is not permitted and who does not receive unanimous the requisite consent to become a Member shall not have any right to be admitted to the Company as a Member, shall be entitled only to the allocations and distributions to which his its transferor otherwise would otherwise be have been entitled and shall have no other right to participate in the management of the business and affairs of the Company or to become a Member. (b) If No Transfer of a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member and shall not have any right to participate in the management of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(a). (c) No transfer of any interest in the Company Membership Interest otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's ’s obligations to the extent of the interest transferred Transferred, and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the ManagersManager. Without the consent of the non-transferring Member, the Transfer by a Member of all or any portion of its Membership Interest shall not release such Member from any of its obligations hereunder with respect to such Membership Interest. Without limiting the foregoing, any transferee (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by the provisions of this Article XIII XIV with respect to any subsequent transfer. Upon admission of the transferee as a substitute member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred to the transfereeTransfer.