Common use of Change in Control of a Member Clause in Contracts

Change in Control of a Member. (a) In the event that Bechtel ceases to be a privately held company owned and controlled directly or indirectly by the Bechtel family and its senior management personnel, at the sole discretion of the University, Bechtel shall be considered as having withdrawn and resigned from the Company and its Membership Interest shall be terminated upon redemption by the Company to Bechtel of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of ▇▇▇▇▇▇▇'▇ Capital Account. Provided further that ▇▇▇▇▇▇▇’▇ rights to participate in the management and sharing of profits and losses transferred in accordance with Exhibit D shall continue to be exercised by WG and BWXT as provided therein. (b) In the event a controlling interest in the University is transferred outside of the Board of Regents, at the sole discretion of Bechtel, the University shall be considered as having withdrawn and resigned from the Company and its LLC Interest and Ownership Interest shall be terminated upon redemption by the Company to the University of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of the University’s Capital Account. (c) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of WG's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of a WG due to a sale or transfer of a substantial portion of the WG's stock or assets from its current holder(s) to an unrelated third party without the express prior written consent of Bechtel and the University, WG shall cease to have any right to participate in the profits of or the management of the Company upon redemption by the Company to WG of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of WG's Capital Account, and any obligations of Bechtel or the Company to WG under Exhibit C shall be deemed void. (d) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of BWXT's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of BWXT due to a sale or transfer of a substantial portion of the BWXT's stock or assets from its current holder(s) to an unrelated third party without the express prior written consent of Bechtel and the University, BWXT shall cease to have any right to participate the profits of or in the management of the Company upon redemption by the Company to the BWXT of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of BWXT's Capital Account, and any obligations of Bechtel or the Company to BWXT under Exhibit C shall be deemed void. (e) With respect to Articles 13.2(c) and (d) above, either: 1. The University and Bechtel may withhold consent only when acting jointly, which consent shall not be unreasonably withheld by either the University or Bechtel with agreement of the other; or, alternatively, 2. Bechtel, in its sole discretion, may withhold consent; provided the Member subject to a change of control, either BWXT or WG as the case may be, or its successor, shall have no LLC Interest but shall continue to receive allocations of profits equivalent to that which it would have received had it remained a Member of (A) 100% for the first fifteen years from award of the Prime Contract and (B) 50% for the next five years thereafter. As a condition of such payments, a) The party receiving the cash distributions must agree to bear the same share of liabilities and losses of the Company as BWXT or WG, as the case may be, would have borne had there been no change of control; and b) For a period of two years, such party receiving distributions, BWXT or WG, as the case may be and its affiliates or its successor and its affiliates shall not recruit or hire any employees of the LLC that had been assigned to the Company by that Member and shall comply with Section 16.21 with respect to employees of the Company assigned by the other Members.

Change in Control of a Member. (a) In the event that Bechtel ceases to be a privately held company owned and controlled directly or indirectly by the Bechtel family and its senior management personnel, at the sole discretion of the University, Bechtel shall be considered as having withdrawn and resigned from the Company and its Membership Interest shall be terminated upon redemption by the Company to Bechtel of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of ▇▇▇▇▇▇▇'▇ Capital Account. Provided further that ▇▇▇▇▇▇▇’▇ rights to participate in the management and sharing of profits and losses transferred in accordance with Exhibit D shall continue to be exercised by WG and BWXT as provided therein. (b) In the event a controlling interest in the University is transferred outside of the Board of Regents, at the sole discretion of Bechtel, the University shall be considered as having withdrawn and resigned from the Company and its LLC Interest and Ownership Interest shall be terminated upon redemption by the Company to the University of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of the University’s ▇▇▇▇▇▇▇'▇ Capital Account. (c) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of WG's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of a WG due to a sale or transfer of a substantial portion of the WG's stock or assets from its current holder(s) to an unrelated third party without the express prior written consent of Bechtel and the University, WG shall cease to have any right to participate in the profits of or the management of the Company upon redemption by the Company to WG of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of WG's Capital Account, and any obligations of Bechtel or the Company to WG under Exhibit C shall be deemed void. (d) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of BWXT's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of BWXT due to a sale or transfer of a substantial portion of the BWXT's stock or assets from its current holder(s) to an unrelated third party without the express prior written consent of Bechtel and the University, BWXT shall cease to have any right to participate the profits of or in the management of the Company upon redemption by the Company to the BWXT of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of BWXT's Capital Account, and any obligations of Bechtel or the Company to BWXT under Exhibit C shall be deemed void. (e) With respect to Articles 13.2(c) and (d) above, either: 1. The University and Bechtel may withhold consent only when acting jointly, which consent shall not be unreasonably withheld by either the University or Bechtel with agreement of the other; or, alternatively, 2. Bechtel, in its sole discretion, may withhold consent; provided the Member subject to a change of control, either BWXT or WG as the case may be, or its successor, shall have no LLC Interest but shall continue to receive allocations of profits equivalent to that which it would have received had it remained a Member of (A) 100% for the first fifteen years from award of the Prime Contract and (B) 50% for the next five years thereafter. As a condition of such payments, a) The party receiving the cash distributions must agree to bear the same share of liabilities and losses of the Company as BWXT or WG, as the case may be, would have borne had there been no change of control; and b) For a period of two years, such party receiving distributions, BWXT or WG, as the case may be and its affiliates or its successor and its affiliates shall not recruit or hire any employees of the LLC that had been assigned to the Company by that Member and shall comply with Section 16.21 with respect to employees of the Company assigned by the other Members.