Common use of Admission as Substituted Member Clause in Contracts

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, costs of enforcement of the Company’s power to void or otherwise prohibit the Transfer or attempted Transfer. (f) No effect shall be given to any Transfer not made in compliance with this Article VII.

Admission as Substituted Member. Any and all Transfers made pursuant to this Article VIII are subject in all respects to the following:: AAG HOLDING CO1, LLC Limited Liability Company Operating Agreement (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, costs of enforcement of the Company’s power to void or otherwise prohibit the Transfer or attempted Transfer. (f) No effect shall be given to any Transfer not made in compliance with this Article VII.