Common use of Assignment and Encumbrance Clause in Contracts

Assignment and Encumbrance. 5.1 Unless otherwise agreed to in writing by Microcell, the warrants issued hereunder are personal to COM Canada and shall not be assignable or transferable by COM Canada, whether voluntarily or by operation of law, and whether directly or indirectly (including, for greater certainty, and without limitation, by way of a monetization or similar transaction). Notwithstanding the foregoing, COM Canada may, in a transfer that is made pursuant to an exemption from the registration requirements of, or in a transaction that is not subject to the Securities Act and any state securities or “blue sky” laws, assign or transfer the warrants to an affiliate (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), provided that COM Canada shall give five (5) days prior written notice of the assignment or transfer to Microcell and such written notice shall contain a representation from COM Canada that the transferee or assignee is an affiliate of COM Canada (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), and provided that such affiliate remains an affiliate at all times, failing which the warrants shall lapse, have no value and shall no longer be exercisable, unless such warrants are promptly transferred back to COM Canada. 5.2 The warrants issued hereunder shall not be pledged, hypothecated, charged or otherwise encumbered by COM Canada. Notwithstanding the foregoing, the warrants may be pledged by COM Canada in order to guarantee its obligations under a loan, credit or other bona fide financing agreement that has been entered into with a recognized financial institution, provided that such financial institution (and/or any of its affiliates) is not and is not an affiliate of a telecommunications company operating in Canada or the United States. 5.3 Notwithstanding Section 5.1 and Section 5.2 above beginning on December 31, 2005, that portion of the warrants that may be exercised by COM Canada during the 2nd Vesting Period and the 3rd Vesting Period (as well as such portion of the underlying Class B Shares) shall be assignable, transferable, pledgeable, hypothecable and/or chargeable by COM Canada, so long as at least 250,000 of such warrants (as well as such portion of the underlying Class B Shares) are so assigned, transferred, pledged, hypothecated or charged to or in favour of the same third party and so long as such third party signs an undertaking satisfactory to Microcell (acting reasonably) that such third party is bound by and will respect the terms of this Agreement in respect of the warrants acquired by it and that any such assignment, transfer, pledge, hypothec or charge is made pursuant to an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act and any state securities or “blue sky” laws.

Assignment and Encumbrance. 5.1 Unless otherwise agreed to in writing by Microcell, the warrants issued hereunder are personal to COM Canada and shall not be assignable or transferable by COM Canada, whether voluntarily or by operation of law, and whether directly or indirectly (including, for greater certainty, and without limitation, by way of a monetization or similar transaction). Notwithstanding the foregoing, COM Canada may, in a transfer that is made pursuant to an exemption from the registration requirements of, or in a transaction that is not subject to the Securities Act and any state securities or “"blue sky” " laws, assign or transfer the warrants to an affiliate (as the term affiliate is defined at Section 9 of the Securities Act (QuébecQuebec)), provided that COM Canada shall give five (5) days prior written notice of the assignment or transfer to Microcell and such written notice shall contain a representation from COM Canada that the transferee or assignee is an affiliate of COM Canada (as the term affiliate is defined at Section 9 of the Securities Act (QuébecQuebec)), and provided that such affiliate remains an affiliate at all times, failing which the warrants shall lapse, have no value and shall no longer be exercisable, unless such warrants are promptly transferred back to COM Canada. 5.2 The warrants issued hereunder shall not be pledged, hypothecated, charged or otherwise encumbered by COM Canada. Notwithstanding the foregoing, the warrants may be pledged by COM Canada in order to guarantee its obligations under a loan, credit or other bona fide financing agreement that has been entered into with a recognized financial institution, provided that such financial institution (and/or any of its affiliates) is not and is not an affiliate of a telecommunications company operating in Canada or the United States. 5.3 Notwithstanding Section 5.1 and Section 5.2 above beginning on December 31, 2005, that portion of the warrants that may be exercised by COM Canada during the 2nd Vesting Period and the 3rd Vesting Period (as well as such portion of the underlying Class B Shares) shall be assignable, transferable, pledgeable, hypothecable and/or chargeable by COM Canada, so long as at least 250,000 of such warrants (as well as such portion of the underlying Class B Shares) are so assigned, transferred, pledged, hypothecated or charged to or in favour of the same third party and so long as such third party signs an undertaking satisfactory to Microcell (acting reasonably) that such third party is bound by and will respect the terms of this Agreement in respect of the warrants acquired by it and that any such assignment, transfer, pledge, hypothec or charge is made pursuant to an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act and any state securities or “"blue sky” " laws.

Assignment and Encumbrance. 5.1 Unless otherwise agreed to in writing by Microcell, the warrants issued hereunder are personal to COM Canada and shall not be assignable or transferable by COM Canada, whether voluntarily or by operation of law, and whether directly or indirectly (including, for greater certainty, and without limitation, by way of a monetization or similar transaction). Notwithstanding the foregoing, COM Canada may, in a transfer that is made pursuant to an exemption from the registration requirements of, or in a transaction that is not subject to the Securities Act and any state securities or “blue sky” laws, assign or transfer the warrants to an affiliate (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), provided that COM Canada shall give five (5) days prior written notice of the assignment or transfer to Microcell and such written notice shall contain a representation from COM Canada that the transferee or assignee is an affiliate of COM Canada (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), and provided that such affiliate remains an affiliate at all times, failing which the warrants shall lapse, have no value and shall no longer be exercisable, unless such warrants are promptly transferred back to COM Canada. 5.2 The warrants issued hereunder shall not be pledged, hypothecated, charged or otherwise encumbered by COM Canada. Notwithstanding the foregoing, the warrants may be pledged by COM Canada in order to guarantee its obligations under a loan, credit or other bona fide financing agreement that has been entered into with a recognized financial institution, provided that such financial institution (and/or any of its affiliates) is not and is not an affiliate of a telecommunications company operating in Canada or the United States. 5.3 Notwithstanding Section 5.1 and Section 5.2 above beginning on December 31, 2005, that portion of the warrants that may be exercised by COM Canada during the 2nd Vesting Period and the 3rd Vesting Period (as well as such portion of the underlying Class B Shares) shall be assignable, transferable, pledgeable, hypothecable and/or chargeable by COM Canada, so long as at least 250,000 of such warrants (as well as such portion of the underlying Class B Shares) are so assigned, transferred, pledged, hypothecated or charged to or in favour of the same third party and so long as such third party signs an undertaking satisfactory to Microcell (acting reasonably) that such third party is bound by and will respect the terms of this Agreement in respect of the warrants acquired by it and that any such assignment, transfer, pledge, hypothec or charge is made pursuant to an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act and any state securities or “blue sky” laws.. -26-