Admission as a New Member. (a) Subject to the other provisions of this Article XI, a permitted transferee of a Unit and/or Preferred Unit (if such transferee is not already a Member) or a Person who exercises an employee option to acquire Units pursuant to a Company option plan shall be admitted as a Member only after the satisfactory completion of items (i) through (iii) below, and if applicable, items (iv) and (v): (i) The transferee or optionee accepts and agrees to be bound by the terms and provisions of this Agreement; (ii) a counterpart of this Agreement and such other documents or instruments as the Management Committee may reasonably require is executed by the transferee or optionee to evidence such acceptance and agreement; (iii) the transferee or optionee pays or reimburses the Company for all reasonable legal fees, filing, and publication costs incurred by the Company in connection with the admission of the transferee or optionee as a Member; (iv) other than with respect to transferees of Series C Preferred Units, the Management Committee approves the admission of such permitted transferee or optionee, which approval may be withheld in the reasonable discretion of such Management Committee; provided that such approval will not be required in connection with a transfer to or by a pledgee in connection with or following foreclosure of such pledge; and provided further, that Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx shall in any event be permitted transferees or optionees; and (v) if the transferee is not an individual, the transferee provides the Company with evidence satisfactory to counsel for the Company of the authority of such transferee to become a Member under the terms and provisions of this Agreement. (b) The Management Committee or officers of the Company shall make all official filings and publications as promptly as practicable after the satisfaction by the transferee or optionee of the conditions contained in this Article XI to the admission of such transferee or optionee as a Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Consolidated Container Co LLC)
Admission as a New Member. (a) Subject to the other provisions of this Article XI, a permitted transferee of a Unit and/or Preferred Unit (if such transferee is not already a Member) or a Person who exercises an employee option to acquire Units pursuant to a Company option plan shall be admitted as a Member only after the satisfactory completion of items (i) through (iiiiv) below, and if applicable, items (iv) and item (v):
(i) The transferee or optionee accepts and agrees to be bound by the terms and provisions of this Agreement;
(ii) a counterpart of this Agreement and such other documents or instruments as the Management Committee may reasonably require is executed by the transferee or optionee to evidence such acceptance and agreement;
(iii) the transferee or optionee pays or reimburses the Company for all reasonable legal fees, filing, and publication costs incurred by the Company in connection with the admission of the transferee or optionee as a Member;
(iv) other than with respect to transferees of Series C Preferred Units, the Management Committee approves the admission of such permitted transferee or optionee, which approval may be withheld in the reasonable discretion of such Management Committee; provided that such approval will not be required in connection with a transfer to or by a pledgee in connection with or following foreclosure of such pledge; and provided further, that Xxxx Alan X. Xxxxxx and Xxxxx xxx Petex X. Xxxxxx shall xxxll in any event be permitted transferees or optionees; and
(v) if the transferee is not an individual, the transferee provides the Company with evidence satisfactory to counsel for the Company of the authority of such transferee to become a Member under the terms and provisions of this Agreement.
(b) The Management Committee or officers of the Company shall make all official filings and publications as promptly as practicable after the satisfaction by the transferee or optionee of the conditions contained in this Article XI to the admission of such transferee or optionee as a Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Suiza Foods Corp)
Admission as a New Member. (a) Subject to the other provisions of this Article XI, a permitted transferee of a Unit and/or Preferred Unit (if such transferee is not already a Member) or a Person who exercises an employee option to acquire Units pursuant to a Company option plan shall be admitted as a Member only after the satisfactory completion of items (i) through (iii) below, and if applicable, items (iv) and (v):
(i) The transferee or optionee accepts and agrees to be bound by the terms and provisions of this Agreement;
(ii) a counterpart of this Agreement and such other documents or instruments as the Management Committee may reasonably require is executed by the transferee or optionee to evidence such acceptance and agreement;
(iii) the transferee or optionee pays or reimburses the Company for all reasonable legal fees, filing, and publication costs incurred by the Company in connection with the admission of the transferee or optionee as a Member;
(iv) other than with respect to transferees of Series C Preferred Units, the Management Committee approves the admission of such permitted transferee or optionee, which approval may be withheld in the reasonable discretion of such Management Committee; provided that such approval will not be required in connection with a transfer to or by a pledgee in connection with or following foreclosure of such pledge; and provided further, that Xxxx Axxx X. Xxxxxx and Xxxxx Pxxxx X. Xxxxxx shall in any event be permitted transferees or optionees; and
(v) if the transferee is not an individual, the transferee provides the Company with evidence satisfactory to counsel for the Company of the authority of such transferee to become a Member under the terms and provisions of this Agreement.
(b) The Management Committee or officers of the Company shall make all official filings and publications as promptly as practicable after the satisfaction by the transferee or optionee of the conditions contained in this Article XI to the admission of such transferee or optionee as a Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Dean Foods Co)