Admission of Assignee as a Member. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interest (and attendant Sharing Ratio) so transferred to such Assignee, only if (A) the Disposing Member making the Disposition has granted the Assignee either (I) the Disposing Member's entire Membership Interest or (II) the express right to be so admitted; and (B) such Disposition is effected in strict compliance with this Section 3.03.
Admission of Assignee as a Member. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interest in the applicable Series (and attendant Sharing Ratio) so transferred to such Assignee, only if such Disposition is effected in strict compliance with Sections 3.03(a) and (b) or is effected in accordance with Section 3.03(d), [***], or Section 3.03(e) or Section 3.03(f).
Admission of Assignee as a Member. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Percentage Interest) so Transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted; and (b) such Disposition is effected in strict compliance with this Article V.
Admission of Assignee as a Member. Any Assignee to whom Units are Transferred in accordance with this Section 9.1 shall, only upon the satisfaction of the conditions set out in Section 9.1(f)(i) and Section 9.1(f)(ii) (to the extent applicable) and Section 9.7, be admitted as a Member and succeed to the rights and obligations of Assignor with respect to the Units so Transferred. An Assignee not previously a Member shall become a Member hereunder by reason of a Transfer only upon:
(i) the prior written approval of the Board (except that such approval shall not be required in the case of any Transfer of Class A Units or Units held by any Institutional Investors or Transfer to a Permitted Transferee), which shall not be unreasonably withheld and
(ii) satisfaction of all of the following conditions, upon which consent and satisfaction the Assignee shall have, to the extent assigned, the rights and powers, and be subject to the restrictions and liabilities, of a Member under the Delaware Act and this Agreement, shall be liable for any obligations of the Assignor to make future capital contributions in respect of the Transferred Units but shall not be obligated for other liabilities reasonably unknown to the Assignee at the time the Assignee becomes a Member:
(A) the Assignee becomes a party to this Agreement as a Member by executing a counterpart signature page as a joinder to this Agreement and executing such documents and instruments as the Board may reasonably request pursuant to Section 9.1(d);
(B) the Assignee pays or reimburses Holdings LLC for all reasonable legal, filing and publication costs that Holdings LLC incurs in connection with the admission of the Assignee as a Member; and
(C) if the Assignee is not a natural Person of legal majority, the Assignee provides Holdings LLC with evidence reasonably satisfactory to the Board of the authority of the Assignee to become a Member and to be bound by the terms and conditions of this Agreement.
Admission of Assignee as a Member. 7.4.1. An assignee of a Unit pursuant to an assignment permitted in this Agreement shall, subject to the provisions of this Article 7, and with the consent of the Managing Member pursuant to Section 7.1.3, be admitted as a Member and Unitholder in the Fund in the place and stead of the assignor Unitholder in respect of the Units acquired from the assignor Unitholder and shall have all of the rights, powers, obligations, and liabilities, and be subject to all of the restrictions, of the assignor Unitholder, including, without limitation, but without release of the assignor Unitholder, the liability of the assignor for any existing unperformed obligations of the assignor Unitholder. The Fund shall admit substitute members on the first day of each fiscal quarter or more frequently in the discretion of the Managing Member.
7.4.2. The substitute Unitholder will be considered a Member of the Fund, will have all of the rights and powers and is subject to all of the restrictions and liabilities of an initial Unitholder.
Admission of Assignee as a Member. An Assignee has the right to be admitted to the Company as a Member with respect to the Units (and attendant Sharing Ratio) so Disposed to such Assignee; provided that such Assignee (A) has been granted the entire rights, and assumed the entire obligations, associated with the Units so disposed (and not merely limited rights and obligations that, together with other rights and obligations, constitute the entire rights and obligations with respect to such Units (“Partial Rights”)) and (B) complies with the requirements of Section 4.5(b)(vii) hereof.
Admission of Assignee as a Member. An Assignee shall be admitted as a Member with all rights of the Member who initially Transferred the Membership Interest to the Assignee, but only if (i) the Member who initially Transferred the Membership Interest so provides in the instrument of Transfer, (ii) except as provided in Section 9.4 hereof, the Board of Managers consents to the admission of the Assignee as a Member and (iii) the Assignee agrees in writing to be bound by this Agreement. An Assignee who is admitted as a Member shall be a Member of the same class of Member as the Member who initially Transferred the Membership Interest and shall have all the rights and powers and be subject to all the restrictions and liabilities of the Member who originally Transferred the Membership Interest. The admission of the Assignee as a Member, without more, shall not release the Member who originally Transferred the Membership Interest from any liability to the Company that exists before such admission.
Admission of Assignee as a Member. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Sharing Ratio) so transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV. WESTERN GAS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Admission of Assignee as a Member. The transferee of a Membership Interest shall be an Assignee only and shall not have a right to become a Member of the Company unless the following terms and conditions have been satisfied:
(a) all of the terms and conditions in Section 10.02 shall have been satisfied;
(b) a Majority of the Members shall have consented in writing to the admission of the Assignee as a Member, which consent may be arbitrarily withheld by any Member.
(c) the Assignee shall have agreed in writing to assume the obligations, if any, of the transferring Member to the Company, including any obligation to fulfill the pro rata portion of the transferring Member’s then existing or subsequently arising Commitment allocable to the transferred Membership Interest; and
(d) the transferring Member and the Assignee shall have complied with such other requirements as the non-transferring Members may reasonably impose, including conditions that the Assignee:
i. adopt and approve in writing all the terms and provisions of the Agreement then in effect; and
ii. pay the Company’s reasonable fees and costs for effecting such transfer and admission.
Admission of Assignee as a Member. Any Person that acquires any Units through a Disposition has the right to be admitted to the Company as a Member only (i) if such Disposition is effected in strict compliance with this Section 3.3 and (ii) in the case of any Disposition other than a Permitted Disposition to an Affiliate controlled by the Disposing Member or a Disposition made pursuant to Section 3.3(c), if such admission as a Member is approved by the Manager. Any Person that acquires any Units through a Permitted Disposition to an Affiliate controlled by the Disposing Member or a Disposition made pursuant to Section 3.3(c), in each case in strict compliance with this Section 3.3, shall automatically be admitted as a Member. The Manager shall amend Exhibit A to reflect any admission of an assignee as a Member as permitted by this Section 3.3, which amendment shall not require the consent of any Member.
