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. An Assignee pursuant to a Permitted Disposition shall be admitted as a Member promptly upon its compliance with Section 3.03(b)(iii). Any other Assignee has the right to be admitted to the Company as a Member, with the Membership Interest so transferred to such Assignee, only if (A) the Disposing Member making the Disposition has granted the Assignee the Disposing Member’s entire Membership Interest, or, in the case of Disposition of a part of such Member’s Membership Interest, the express right to be so admitted; and (B) such Disposition is effected in strict compliance with this Section 3.03. Any Assignee that has acquired Class B Units from the Initial Member in connection with the Disposition of all (but not less than all) Class B Units then held by the Initial Member and which has the right to be admitted to the Company shall become the replacement Managing Member; provided, such an Assignee may only become the replacement Managing Member if approved by the Required Voting Percentage acting in their reasonable discretion. For the avoidance of doubt, the Disposition of any of its Class B Units by the Managing Member as permitted by Section 3.03(b)(i)(A)(I), Section 3.03(b)(i)(A)(II) or Section 3.03(b)(i)(B)(I) shall not result in the replacement of the Managing Member other than as set forth in the immediately preceding sentence.
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. 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. If, but only if, a Disposition is effected in strict compliance with Sections 3.03(a) and (b), the Assignee of a Membership Interest shall be admitted to the Company as a Member, with the Membership Interest (and attendant Sharing Ratio) so transferred to such Assignee and the Company shall consent to the Disposition of an LP Interest and the admission of the Assignee as a Limited Partner of the Partnership.
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. 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.
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.
