8.10. Prohibition on dealings or transactions between Cells

8.10.1. A Protected Cell Company shall not:

• (a) transfer a Cellular Asset attributable to one of its Cell to another of its Cell; or
• (b) merge or consolidate a Cell of the Company with, or into, one or more other Cells of the Company; except under the authority of, and in accordance with the terms and conditionsof, an order of the Court.

8.10.2. In considering whether or not to make an order relating to a proposed transfer, merger or consolidation referred to in subrule 8.10.1, the Court may:

• (a) require the applicant to establish to the satisfaction of the Court:

(i) that the creditors of the Protected Cell Company entitled to have recourse to the Cellular Assets attributable to the relevant Cells consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

(ii) that the Shareholders of the Protected Cell Company and of each relevant Cell consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

• (b) hear the representations of the AFSA, if any.

8.10.3. The Court, on hearing an application for an order under this rule 8.10, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.