4.1 Save as otherwise provided in these Articles, no member may transfer any shares or any interest in shares without the prior written agreement of all of the other members.
4.2 Other than in the case of any transfer of A Shares pursuant to any Share Pledge (which shall be deemed to be permitted), no transfer of any A Shares (nor any interest in any A Share) shall be registered unless all of the following conditions are satisfied
4.2.1 the transfer would not be prohibited in terms of the Project Agreement;
4.2.2 the transfer would not be prohibited in terms of the Funding Agreements, and
4.2.3 the transfer has the prior written consent of the member holding the D Share or is pursuant to a Qualifying Refinancing.
4.3 No member shall transfer the B Share without the prior consent of the member(s) holding the A Shares (subject to Article 4.4) and the member holding the D Share in respect of that transfer.
4.4 The consent of the member(s) holding the A Shares in respect of a transfer of the B Share shall not be unreasonably withheld, and in any event shall be deemed to be granted if (a) the proposed transferee is, or is about to become, the Nominator or (b) the Nominator notifies the member(s) holding the A Shares that the Nominator considers the proposed transferee to be an appropriate holder of the B Share having regard to the nature of the rights attaching to the B Share (including, but not limited to, the independence of the member holding the B Share from the interests of the other members).
4.5 No member shall transfer the C Share other than to a successor Charity.
4.6 During the PA Period, no member shall transfer the D Share otherwise than to a body which has at the time properly assumed the whole interest of the Health Board under the Project Agreement.
4.7 If any Loan Stock Holder wishes to transfer any of its interest in Loan Stock, it shall, on or before the date on which it transfers such interest, transfer its entire holding or relevant proportion, as near as may be (if transferring only part of its holding of Loan Stock) of A Shares to the party or parties to whom such Loan Stock is being transferred.
4.8 If any Loan Stock held by a Loan Stock Holder is redeemed on the occasion of a Qualifying Refinancing, the Loan Stock Holder shall, on or before the date on which of such redemption, transfer its entire holding of relevant proportion, as near as may be (if only part of its holding of Loan Stock is being redeemed on that occasion), of A Shares to such party or parties (being the party or parties which has/have provided finance in the context of that Qualifying Refinancing) as the B Director may direct (consistent with the terms of such Qualifying Refinancing).
4.9 If any member holding A Shares wishes to transfer any of its A Shares it shall, on or before the date on which it transfers such A Shares, transfer its entire holding or relevant proportion, as near as may be (if transferring only part of its holding of A Shares) of Loan Stock to the party or parties to whom such A Share(s) is/are being transferred.
4.10 Following the End Date, the member holding the D Share may require that the member(s) holding the A Shares transfer those A Shares to the Charity.
4.11 If any Loan Stock Holder or member (as the case may be) fails to comply with the provisions of Article 4.7, Article 4.8, Article 4.9 or Article 4.10, the directors shall be bound to transfer, as agents for that Loan Stock Holder or member (as the case may be), the relevant proportion of the A Shares or the Loan Stock held by that member to the party or parties to whom the member's Loan Stock or A Shares has/have been transferred or to transfer the relevant A Shares to the party or parties identified in the direction by the B Director or to transfer the A Shares to the Charity (as appropriate by reference to the relevant Article). Each member holding Loan Stock and A Shares shall be deemed to have irrevocably appointed the directors as its attorney for this purpose, with full power for the directors to authorise any one of their number to sign the relevant stock transfer form(s) on behalf of the relevant member holding Loan Stock or A Shares and to deliver the stock transfer form(s) to the relevant transferee or transferees.
4.12 If any body holding the C Share ceases to be the Charity, that body shall transfer the C Share to the body which is to constitute the Charity in its place.
4.13 If any member fails to comply with the provisions of Article 4.12, the directors shall be bound to transfer, as agents for that member, the C Share to the body which is to constitute the Charity. Each member holding the C Share shall be deemed to have irrevocably appointed the directors as its attorney for this purpose, with full power for the directors to authorise any one of their number to sign the relevant stock transfer form on behalf of the relevant member holding the C Share and to deliver the stock transfer form to the relevant transferee.