Common use of Admission of Assignee as a Member Clause in Contracts

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. Any An Assignee pursuant 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, a Permitted Disposition shall be admitted as a Member and succeed promptly upon its compliance with Section 3.03(b)(iii). Any other Assignee has the right to be admitted to the rights and obligations of Assignor Company as a Member, with respect the Membership Interest so transferred to the Units so Transferred. An Assignee not previously a Member shall become a Member hereunder by reason of a Transfer such Assignee, only upon: if (iA) the prior written approval of Disposing Member making the Board (except that such approval shall not be required Disposition has granted the Assignee the Disposing Member’s entire Membership Interest, or, in the case of any Transfer Disposition 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 part of all of the following conditions, upon which consent and satisfaction the Assignee shall have, to the extent assignedsuch Member’s Membership Interest, the rights express right to be so admitted; 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) such Disposition is effected in strict compliance with this Section 3.03. Any Assignee that has acquired Class B Units from the Assignee pays or reimburses Holdings LLC for all reasonable legal, filing and publication costs that Holdings LLC incurs Initial Member in connection with the admission 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 Assignee Managing Member other than as a Member; and (C) if set forth in 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 Agreementimmediately preceding sentence.

Admission of Assignee as a Member. Any An Assignee has the sight to whom Units be admitted to the Company as a Member, with the Membership Rights (and attendant Sharing Ratio and Commitment) so transferred to such Assignee, only if the following requirements are Transferred satisfied: (A) except for Dispositions resulting from the death, dissolution, or Bankruptcy of a Member or the occurrence of a Divorce or Spouse's Death, (I) the Member making the Disposition must have granted the Assignee either (y) the Member's entire Membership Rights or (z) the express right to be so admitted; and (II) such Disposition must be consented to in accordance with Section 2.03(b)(i); or (B) in the case of a Disposition resulting from the death, dissolution or Bankruptcy of a Member or the occurrence of a Divorce or Spouse's Death, (1) such Assignee must have been granted (by will, probate court order, act of the liquidator of a dissolved entity, bankruptcy court order, family court order, community property partition, or otherwise) either (y) the Member's entire Membership Rights or (z) the express right to be so admitted; and (II) such admission must receive the consent of the same Members whose consent would be required to approve a Disposition under Section 2.03(b)(i), with respect to which each Member's consent may be given or withheld in the Member’s sole discretion. If an Assignee is admitted to the Company as a Member, it shall cease to have the status of an Assignee. If the Assignee requests admission, but such request is denied 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 Transferee2.03(b)(ii), which shall not be unreasonably withheld and (ii) satisfaction of all of the following conditions, upon which consent and satisfaction the Assignee shall have, continue to have the status of an Assignee and shall own the Interest attendant to the extent assigned, the rights and powers, and be subject Membership Rights transferred 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 Agreementit.