Admission of Assignees as Members. The Company may, from time to time, admit Assignees of Units from Members as Additional Members, with consent from the Manager.
Admission of Assignees as Members. A transferee of a Member’s Interest pursuant to this Article VII shall become a substituted Member only with the consent of the Board. No Person taking or acquiring, by whatever means, the Interest of any Member in the LLC shall be admitted as a Member unless such Person:
(a) Elects to become a Member by executing and delivering such Person’s written acceptance and adoption of the provisions of this Agreement;
(b) Executes, acknowledges, and delivers to the LLC such other instruments as the LLC may deem necessary or advisable to effect the admission of such Person as a Member, and
(c) Pays a transfer fee to the LLC in an amount sufficient to cover all reasonable expenses of the LLC connected with the admission of such Person as a Member. The Board shall amend the Information Exhibit from time to time to reflect the admission of Members pursuant to this Section 7.3. A transferee of an Interest that fails to be admitted as a Member as a result of noncompliance with the requirements of this Section 7.3 shall be an assignee with those rights and obligations as set forth in Section 8.3. No assignment by a Member of its interest in the LLC shall release the assignor from its liability to the LLC pursuant to Section 2.1; provided that if the assignee becomes a Member as provided in this Section 7.3, the assignor shall thereupon so be released (in the case of a partial assignment, to the extent of such assignment).
Admission of Assignees as Members. Except as provided in Sections 11.3 and 12.1, an assignee shall be admitted as a Member only upon the unanimous written consent of all the Members. As a condition of such consent, the Members may require a substitute Member to comply with the following requirements: (i) the assignment instrument being in form and substance satisfactory to the Majority Interest and the Company's counsel; (ii) the assignor and assignee named therein having executed and acknowledged such other instrument or instruments as the Majority Interest may deem necessary or desirable to effectuate such admission; (iii) the assignee having accepted and adopted all of the terms and provisions of the Agreement, as the same may have been amended, as if the assignee were a party who joined in the execution of this Agreement; and (iv) such assignee having paid or acknowledged an obligation to pay, as the Majority Interest may determine, all reasonable expenses (including attorneys' fees) connected with such admission. If admitted, the substitute Member has, to the extent assigned, all of the rights and powers, and is subject to all the restrictions and liabilities of a Member.
Admission of Assignees as Members. Subject to the other provisions of this Section 9, a transferee of an Interest may be admitted to the Company as a Substituted Member only upon satisfaction of the conditions set forth below:
Admission of Assignees as Members. Except as provided in Sections 11.3 and 12.1, an assignee shall be admitted as a Member only upon the unanimous written consent of all the Members. As a condition of such consent, the Members may require a substitute Member to comply with the following requirements: (i) the assignment instrument being in form and substance satisfactory to the Majority Interest and the Company's counsel; (ii) the assignor and assignee named therein having executed and acknowledged such other instrument or
Admission of Assignees as Members. Subject to the other provisions of this Article VIII, a transferee of all or any portion of an Interest may be admitted to the Venture as a Member (a "Substituted Member") only upon satisfaction of the following conditions:
(a) Such admission is approved by Unanimous Consent;
(b) The transferee becomes a party to this Agreement as a Member and executes such documents and instruments as the non-transferring Member or Members may reasonably request as may be appropriate to confirm such transferee as a Member in the Venture and such agreement by the transferee to be bound by the terms and conditions hereof;
(c) The transferee pays or reimburses the Venture for all reasonable legal, filing, and publication costs that the Venture incurs in connection with the admission of the transferee as a Member with respect to the Transferred Interest; and
(d) The transferee provides the Venture with evidence satisfactory to counsel for the Venture of the authority of the transferee to become a Member and to be bound by the terms and conditions of this Agreement.
Admission of Assignees as Members. Any assignment of a membership interest by a member to an existing member shall be effective to make the assignee thereof a member in respect of such membership interest. Any other assignee shall be admitted as a member only if (i) the Manager approves such admittance and (ii) the assignee has executed a copy of this Agreement or delivers a written acknowledgement to the Company, in form and substance satisfactory to the Manager, whereby such assignee agrees to be a member and to be bound by the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement, if there is only one member and such member assigns its entire membership interest to another person or entity, voluntarily or involuntarily, such assignment shall be effective to make the assignee thereof a member in respect of such membership interest.
Admission of Assignees as Members. Except in the case of an assignee who purchases the entire Membership Interests of both Members and thereby becomes a sole Member, an assignee who has purchased a Membership Interest in accordance with Section 10.04 shall be admitted to the LLC as a Member upon satisfaction of the following conditions:
(a) The assignee becomes a party to this Agreement as a Member and executes such documents and instruments as the LLC may reasonably request and as may be necessary or appropriate to confirm such Assignee as a Member in the LLC and such assignee’s agreement to be bound by the terms and conditions hereof;
(b) The assignee pays or reimburses the LLC for all reasonable legal, filing, and publication costs that the LLC incurs in connection with the admission of the assignee as a Member with respect to the Membership Interest transferred; and
(c) The assignee provides to the LLC evidence satisfactory to the LLC and its counsel of the authority of the assignee to become a Member and to be bound by the terms and conditions of this Agreement.
Admission of Assignees as Members. Subject to the other provisions of this Article VIII, a transferee of Membership Interests may be admitted to the Company as a Member only on satisfaction of the conditions set forth below in this Section 8.7:
(1) The admission is approved by a Majority in Interest of the Members, which consent may be withheld or granted in each Member's sole discretion;
(2) The Membership Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer;
(3) The transferee becomes a party to this Agreement as a Member and executes the documents and instruments reasonably required by the Managers as necessary or appropriate to confirm the transferee as a Member in the Company and the transferee's agreement to be bound by the terms and conditions hereof;
(4) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Membership Interests; and
(5) The transferee qualifies as a Member and provides the Company with evidence satisfactory to counsel for the Company of the power and authority of the transferee to become a Member and to be bound by the terms and conditions of this Agreement. The admission of any Person as an additional Member becomes effective on the first day of the month immediately following the date on which the name of the Person is recorded on the books and records of the Company and the admission has received the approval of a Majority in Interest of the Members.
Admission of Assignees as Members. An assignee (other than Permitted Transferees (as defined in the Equityholders Agreement, who shall automatically be admitted) shall not be admitted as a Member unless such admission is approved by Members owning at least 85% of the total Membership Percentages (unless the Member is an assignee of an interest for which Paribas declined to exercise its right of first refusal, in which case the assignee may be admitted with the approval of the Management Committee). Such consent may be withheld in each Member's sole discretion. The Members may require a substitute Member to pay the legal and other costs incurred by the Company in effecting his admission. If admitted, the substitute Member has, to the extent assigned, all of the rights and powers, and is subject to all the restrictions and liabilities of a
