Admission of Assignees as Substitute Members. 6.6.1 An Assignee shall become a Substitute Member only if and when each of the following conditions are satisfied:
(a) The assignor of the Interest Transferred sends written notice to the Managing Member requesting the admission of the Assignee as a Substitute Member and setting forth the name and address of the Assignee, the Capital Account transferred, the Percentage Interest transferred, and the effective date of the Transfer;
(b) Each Member consents in writing to the admission of such Assignee as a Substitute Member, which consent shall not be unreasonably withheld or delayed; and
(c) The Managing Member receives from the Assignee (i) such information concerning the Assignee’s financial capacities and investment experience as the Managing Member may reasonably request, and (ii) written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a Substitute Member) that are in a form satisfactory to the Managing Member (as determined in the Managing Member’s reasonable discretion). Notwithstanding the foregoing, upon the Transfer by Sentio of all or any portion of its Interest in accordance with Section 6.1.2, the transferee shall automatically become a Substitute Member without having to comply with Sections 6.6.1(a)-(c).
6.6.2 Upon the admission of any Substitute Member, the books and records of the Company shall be amended by the Managing Member to reflect the name, address, Capital Contributions, Capital Account balance, Invested Capital balance and Percentage Interest of such Substitute Member and to eliminate or adjust, if necessary, the name, address, Capital Contributions, Capital Account balance, Invested Capital balance and Percentage Interest of the predecessor of such Substitute Member.
Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:
(a) the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in each case in the Managing Member’s sole discretion;
(b) if required by the Managing Member, the Managing Member receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Managing Member (as determined in its sole discretion);
(c) if required by the Managing Member, the Managing Member receives an opinion of counsel satisfactory to the Managing Member to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d) if required by the Managing Member, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company).
Admission of Assignees as Substitute Members. (a) An Assignee shall become a Substitute Member only if and when each of the following conditions is satisfied:
(i) such Assignee sends written notice to the Board requesting the admission of such Assignee as a Substitute Member and setting forth the name and address of such Assignee, the Units transferred, and the effective date of the Transfer; and
(ii) the Company receives from such Assignee (A) such representations and other information concerning such Assignee’s financial capacities and investment experience as the Company may reasonably request, (B) an executed counterpart to this Agreement and (C) other written instruments (including copies of any instruments of Transfer and confirmation that such Assignee is able to and does make each of the representations set forth in Section 12.16) that are in a form reasonably satisfactory to the Company.
(b) Upon the admission of any Substitute Member, the Board or an Officer shall cause the books and records of the Company to be amended to reflect the name, address and initial Units of such Substitute Member and to eliminate or adjust, if necessary, the name, address and then-current Units of the predecessor of, or the Member Transferring Units to, such Substitute Member.
Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:
(a) the Board consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in each case in the Board’s sole discretion;
(b) if required by the Board, the Board receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Board (as determined in its sole discretion);
(c) if required by the Board, the Board receives an opinion of counsel satisfactory to the Board to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d) if required by the Board, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company).
Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:
(a) the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in each case in the Managing Member’s sole discretion;
(b) if required by the Managing Member, the Managing Member receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Managing Member (as determined in its sole discretion);
(c) if required by the Managing Member, the Managing Member receives an opinion of counsel satisfactory to the Managing Member to the effect that such Transfer is in compliance with this Agreement and all applicable Law; provided that no such opinion of counsel shall be required for a Transfer by a Stockholder Party; and
(d) if required by the Managing Member, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company); provided that no Stockholder Party shall be required to pay the Company’s reasonable expenses connected with a Transfer by such Stockholder Party.
Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:
(a) the Managing Member consents in writing to such admission (to the extent required in accordance with Section 8.03);
(b) if required by the Managing Member, the Managing Member receives written instruments (including, without limitation, copies of any instruments of Transfer) that are in a form satisfactory to the Managing Member; and
(c) such Assignee signs a joinder or counterpart to this Agreement agreeing to become a party to and bound by this Agreement as a substitute Member.
Admission of Assignees as Substitute Members. An Assignee of all or any portion of the Interests of a Member shall become a Substitute Member of the Company only if and when all of the following conditions are satisfied:
(a) the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in its reasonable discretion; provided that the Managing Member’s consent is not required for a transfer to a Permitted Transferee; and
(b) the Managing Member receives written instruments (including, without limitation, such Assignee’s consent to be bound by this Agreement as a Member) that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion.
Admission of Assignees as Substitute Members. An assignee of all or any portion of a Member's Membership Interest shall become a Substitute Member of the Company only if and when both of the following conditions are satisfied: (a) each Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by each Member, in its sole and absolute discretion; and (b) the Members receive written instruments (including, without limitation, such assignee's consent to be bound by this Agreement as a Member) that are in a form satisfactory to them, as determined in their sole and absolute discretion.
Admission of Assignees as Substitute Members. 7.6.1 An Assignee shall become a Substitute Member only if and when each of the following conditions are satisfied:
(a) The assignor of the Transferred Unit(s) sends written notice to the Board pursuant to the terms of Section 7.1.2;
(b) The Board consents to the admission of such Assignee as a Substitute Member; and
(c) The Board receives from the Assignee (i) such information concerning the Assignee’s financial capacity and investment experience as the Board may reasonably request, and (ii) written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a Substitute Member) that are in a form satisfactory to the Board (as determined in the Board’s reasonable discretion). Notwithstanding the foregoing, upon the Transfer by Investor of all or any portion of its Units in accordance with Section 7.1.3, the transferee shall automatically become a Substitute Member without having to comply with this Section 7.6.1.
7.6.2 Upon the admission of any Substitute Member, the books and records of the Company shall be amended by the Board to reflect the name, address, Capital Contributions, Capital Account balance and Units of such Substitute Member and to eliminate or adjust, if necessary, the name, address, Capital Contributions, Capital Account balance and number of Units of the predecessor of such Substitute Member.
Admission of Assignees as Substitute Members. An Assignee shall become a Substitute Member only if and when each of the following conditions is satisfied:
(a) The Manager consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Manager, all in the Manager’s sole discretion; provided that such consent shall not be unreasonably withheld in the case of a Transfer by a Member or Assignee to an Affiliate or Immediate Family member thereof in accordance with, and subject to, Section 9.1;
(b) The Manager receives written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a Substitute Member) that are in form and substance satisfactory to the Manager in its sole discretion; and
(c) The parties to the Transfer, or any one of them, pays all of CF LLC’s expenses in connection with such Transfer (including, but not limited to, the legal and accounting fees incurred by CF LLC).
