Common use of Admission as Substituted Member Clause in Contracts

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. ARTICLE VIII

Admission as Substituted Member. Any person 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 GVI transfers its entire 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 CompanyPerson who is a GVI Affiliate, such transferee Person shall be automatically admitted as a substituted Member and shall succeed GVI as Manager of the CompanyCompany 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 the Xxxxx Member 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. ARTICLE VIII

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. 36 ARTICLE VIII