Common use of Admission of Assignees as Members Clause in Contracts

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. 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 either (i) such Person is a Permitted Transferee of the transferor, or (ii) such Person is admitted as a Member with the consent of the Manager. In determining whether to consent to the admission of a Member's transferee, only those members of the Board who are not Affiliates or Family Members of the transferor and the transferee shall have a vote. In addition, no Person shall be admitted as a Member unless such Person: (a) Elects to become a Member by executing and delivering such Person’s '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 incurred in connection with the admission of such Person as a Member. The Board Manager shall amend the Information Exhibit from time to time to reflect the admission of Members or the assignment of Interests pursuant to this Article, any permitted issuance of additional Interests, the operation of Section 7.3. A transferee of an Interest that fails to be admitted as a Member as a result of noncompliance with the requirements 2.2 or any other provision of this Section 7.3 shall be an assignee with those rights and obligations as Agreement pursuant to which matters set forth in Section 8.3. No assignment by a Member of its interest in on the LLC Information Exhibit have changed pursuant to or as permitted under this Agreement and shall release the assignor from its liability promptly provide such amended Information Exhibit 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)Members.

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 Company 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 Company such other instruments as the LLC Company may deem necessary or advisable to effect the admission of such Person as a Member, and (c) Pays a transfer fee to the LLC Company in an amount sufficient to cover all reasonable expenses of the LLC Company 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 its noncompliance with the requirements of this Section 7.3 shall be an assignee with those rights and obligations as set forth in the last sentence of Section 8.3. No assignment by a Member of its interest in the LLC Company shall release the assignor from its liability to the LLC Company 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). Notwithstanding the foregoing, a Member will not be required to comply with this Section 7.3 in connection with any proposed Drag-Along Transaction.