Admission of Assignee as Substitute Member. If a Membership Interest is transferred to an Assignee as permitted in accordance with Sections 16.2, 17, 18, or 19, then the Assignee shall be admitted as a substitute Member and shall be vested with all of the rights and powers, but subject to all of the restrictions and liabilities, of the transferor to the extent of the Membership Interest transferred, provided that if the transferee is not then a Member, it shall execute an instrument accepting and agreeing to be bound by all terms and conditions of this Agreement.
Admission of Assignee as Substitute Member. An Assignee who acquires all or any portion of an existing Member’s Membership Interest shall not be admitted to the Company as a substitute Member unless, in addition to meeting the other requirements set forth in this Section 8, the additional requirements set forth in this Section 8.5 are satisfied:
8.5.1. the Manager and 100% of the Members consent to such substitution, which consent may be given or withheld for any reason which the Manager deems appropriate or for no reason;
8.5.2. the assigning Member grants the Assignee the right to be admitted as a substitute Member, provided however, that such grant shall not be required in the case of a Transfer which occurs by reason of the death, dissolution or bankruptcy of the assigning Member;
8.5.3. the Assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart thereof and other documents or instruments as the Manager may require in order to effect the admission of the Assignee as a Member; and
8.5.4. if required by the Manager, the Assignee pays to the Company a sum that is sufficient to cover all expenses (including legal fees) connected with the admission of the Assignee as a substitute Member pursuant to this Agreement.
Admission of Assignee as Substitute Member. As of the Effective Date, Assignee is admitted as the sole Member of the Company, with all of the rights, privileges and obligations accruing to a Member of the Company.
Admission of Assignee as Substitute Member. An Assignee of a Company Interest may be admitted as a Substitute Member (as defined in the Appendix) and admitted to all the rights of the Member who initially assigned the Company Interest only if the other Members consent by a Two-Thirds Majority in Interest vote. If so admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Company Interest.
Admission of Assignee as Substitute Member. Any transferee already a Member shall be automatically admitted as a Substitute Member with respect to the interest in the Company transferred to such Member. Any other transferee shall be admitted to the Company as a Substitute Member with the Management Rights of a Member only upon satisfaction of all of the following conditions:
(a) A Majority of the Members consent to such admission, which consent may be given or arbitrarily withheld in the sole and absolute discretion of each Member;
(b) The Assignee becomes a party to this Agreement as a Member by executing a counterpart signature page to this Agreement and executing such documents and instruments as the Manager may reasonably request as necessary or appropriate to confirm such Assignee as a Member in the Company and such Assignee’s agreement to be bound by the terms and conditions of this Agreement;
(c) The Assignee pays or reimburses the Company for all reasonable legal, filing and publication costs that the Company incurs in connection with the admission of the Assignee as a Member with respect to the interest Transferred; and
(d) If the Assignee is not a natural person of legal majority, the Assignee provides the Company with evidence reasonably satisfactory to counsel for the Company 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 Substitute Member. As of the Effective Date, Assignee is admitted as the sole Member of Group, with all of the rights, privileges and obligations accruing to a Member of Group.
