Admission as Substituted Member. Any and all Transfers made pursuant to this Article VIII are subject in all respects to the following:
(a) No Transfer shall be made without assurances to the Company, which shall be satisfactory to the Board, that the Transfer does not violate any law applicable to the Company;
(b) The Board may require of the transferor or transferee, as a condition to the approval of such Transfer: (i) (A) registration under the Securities Act and applicable state securities laws, or (B) an opinion of counsel, from counsel and in form and substance satisfactory to the Board, that such Transfer is exempt from registration under the Securities Act and/or applicable state securities laws; and (ii) representations and warranties from the transferee or the transferring Member concerning the facts and circumstances establishing the basis for the availability of exemptions under the Securities Act and other reasonable assurances relating to any other applicable laws.
(c) As a condition to admission as a substitute Member, an assignee, transferee, legatee, or distributee of all or part of the Membership Interests of any Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Board, as the Board deems necessary or advisable to effect such admission and to confirm the agreement of the Person being admitted as such substitute Member to be bound by all the terms and provisions of this Agreement. Such assignee, transferee, legatee, or distributee shall pay all reasonable expenses in connection with such admission as a substitute Member, including, but not limited to, legal fees and costs incurred by the Company in connection therewith.
(d) If the Board determines that a proposed Transfer would, alone or in conjunction with one or more other Transfers, terminate the Company as a partnership for federal income tax purposes (a “Termination”), the Board may prohibit the proposed Transfer from occurring until the earliest time, as determined by the Board, that the Transfer may occur without causing a Termination. If at any time more than one Transfer is being delayed under this Section 7.4(d), the Transfers are to be made in the order in which the Board received notice of such Transfers.
(e) If a Transfer causes a Termination, the Member making the Transfer shall be liable to the Company and each of the other Members for any taxes, fines, penalties, damages, or losses which may be due as a result of the Termination, including, without limitation, ...
Admission as Substituted Member. As of the date hereof, and subject to the terms and conditions of this Assignment, Assignee shall become a substituted member in Equalan with respect to the Membership Interest in compliance with the terms of the Operating Agreement.
Admission as Substituted Member. With the exception of permitted transfers as provided in Section 7.5 of this Agreement, no purchaser, assignee or other transferee (by conveyance, operation of law or otherwise) of all or any part of an interest in the Company shall have the right to become a substituted Member in place of that person’s seller, assignor, or transferor, and thereby, become entitled to vote and participate in the management of the business and affairs of the Company, unless all of the following conditions are satisfied (all subsequent references in this agreement to “assignor” and “assignee” shall be construed to include sellers and purchasers, transferrers and transferees, donors and donees, and otherwise, as the case may be):
7.4.1 The fully-exercised and acknowledged written instrument or order of sale, assignment or transfer, which sets forth the intention of the assignor that the assignee become a substituted Member in the Member’s place, has been filed with the Company.
7.4.2 The assignor and assignee execute and acknowledge such other instruments as the Managers may from time to time require, in order to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement;
7.4.3 The assignee shall bear all reasonable expenses incurred in effecting the substitution; and
7.4.4 Managers holding an affirmative vote have consented in writing to the substitution, which consent shall be exercisable in the Managers’ sole discretion.
Admission as Substituted Member. Any person acquiring an Interest in the Company shall have no right to participate in the management of the business and affairs of the Company except upon the approval of the other Members in their reasonable discretion; provided, however, that in the event the Xxxxx Member Transfers its Interest to an entity controlled, directly or indirectly, by a Xxxxx Affiliate for purposes of providing an Investor (as defined in the Master Development Agreement) with an economic interest in the Company, such transferee shall be admitted as a Member and as Manager of the Company. It is the intent of the parties that at all times there shall be a single decision making entity for each of the Xxxxx Member and BMDC and in the event of a partial Transfer by either, the original Member shall be designated as such single decision making entity for all purposes hereof and such original Member’s successors shall be bound by such decision of its transferor for all purposes, including, without limitation, any course of action taken by such original Member pursuant to Article XI. Any Member Interest transferred pursuant to any provision of this Article VII shall thereafter remain subject to all the provisions of this Article VII and this Agreement.
Admission as Substituted Member. An Assignee has the right to be admitted to the Company as a Substituted Member with the Percentage Interest and the Capital Commitment so transferred to such person, in the event that:
(a) the Member making such Transfer grants the Assignee the right to be so admitted;
(b) such Transfer is consented to in accordance with paragraph 13.01 of this Agreement; and
(c) a written, signed and dated instrument evidencing the Transfer has been filed with the Company in form and substance reasonably satisfactory to the Managers, and said instrument contains (i) the agreement by the Assignee to be bound by all of the terms and provisions of this Agreement, (ii) any necessary or advisable representations and warranties, including that the Transfer was made in accordance with all applicable laws, regulations, and securities laws, (iii) the Percentage Interests and the Capital Commitments after the Transfer of the Member effecting the Transfer and the person to which the Membership Interest of part thereof is transferred (which together must total the Percentage Interest and the Capital Commitment of the Member effecting the Transfer before the Transfer) and (iv) the name, address and any other pertinent information necessary for amended Exhibit A and to make distributions.
Admission as Substituted Member. As of the date hereof, and subject to the terms and conditions of this Assignment, Assignee shall become a substituted member in Westport with respect to the Membership Interest in compliance with the terms of the Operating Agreement.
Admission as Substituted Member. An Assignee has the right to be admitted to the Company as a Substituted __________________________________________________________________________________________ deeproot Growth Runs Deep Fund, LLC ‐ Operating Agreement Member with the Percentage Interest and the Capital Commitment so transferred to such person, in the event that:
(a) the Member making such Transfer grants the Assignee the right to be so admitted;
(b) such Transfer is consented to in accordance with paragraph 13.01 of this Agreement; and
(c) a written, signed and dated instrument evidencing the Transfer has been filed with the Company in form and substance reasonably satisfactory to the Managers, and said instrument contains (i) the agreement by the Assignee to be bound by all of the terms and provisions of this Agreement, (ii) any necessary or advisable representations and warranties, including that the Transfer was made in accordance with all applicable laws, regulations, and securities laws, (iii) the Percentage Interests and the Capital Commitments after the Transfer of the Member effecting the Transfer and the person to which the Membership Interest of part thereof is transferred (which together must total the Percentage Interest and the Capital Commitment of the Member effecting the Transfer before the Transfer) and (iv) the name, address and any other pertinent information necessary for amended Exhibit A and to make distributions.
Admission as Substituted Member. Any Person acquiring an Interest in the Company shall have no right to participate in the management of the business and affairs of the Company except upon the approval of other Members in their reasonable discretion; provided, however, that in the event GVI transfers its entire Interest to a Person who is a GVI Affiliate, such Person shall be automatically admitted as a substituted Member and shall succeed GVI as Manager of the Company under the terms of this Agreement. It is the intent of the parties that at all times there shall be a single decision making entity for each of GVI and BMDC and in the event of a partial Transfer by either, the original Member shall be designated as such single decision making entity for all purposes hereof and such original Member’s successors shall be bound by such decision of its transferor for all purposes, including, without limitation, any course of action taken by such original Member pursuant to Article XI. Any Member Interest transferred pursuant to any provision of this Article VII shall thereafter remain subject to all the provisions of this Article VII and this Agreement.
Admission as Substituted Member. As of the date hereof, and subject to the terms and conditions of this Assignment, Assignee shall become a substituted member in BetaZone with respect to the Membership Interest in compliance with the terms of the Operating Agreement.
Admission as Substituted Member. Immediately following delivery of the Purchase Option Units to TransMontaigne at the Closing, TransMontaigne shall be admitted as a Substituted Member in respect of the Purchase Option Units upon agreement to assume the obligations in respect thereof to make any future required Capital Contributions and execution of that certain Joinder to Company Agreement, by and between the Company and TransMontaigne, in a form agreed to between the Company and TransMontaigne, pursuant to which TransMontaigne shall become a party to the LLC Agreement and shall be deemed to be a Principal Member thereunder.
