ADMISSION OF MEMBERS; EFFECT OF TRANSFER Sample Clauses

ADMISSION OF MEMBERS; EFFECT OF TRANSFER. (a) In no event may any person obtaining an interest in the Company by assignment, transfer, pledge or other means from an existing Member be admitted as a successor Member without the affirmative vote or written consent of the Managers who hold a majority of the Voting Membership Interests and capital interests in the Company held by Managers exclusive of the Membership Interest being transferred. (b) If the transferee is admitted as a Member or is already a Member, the Member transferring his interest shall be relieved of liability with respect to the transferred interest arising or accruing under this Agreement on or after the effective date of the transfer, unless the transferor affirmatively assumes such liability; provided, however, that the transferor shall not be relieved of any liability for prior distributions and Unpaid Contributions unless the transferee affirmatively assumes such liabilities (c) Any person who acquires in any manner an interest or any part thereof in the Company, whether or not such person has accepted and assumed in writing the terms and provisions of this Agreement or been admitted as a Member, shall be deemed by the acquisition of such interests to have agreed to be subject to and bound by all of the provisions of this Agreement with respect to such interest, including without limitation, the provisions hereof with respect to any subsequent transfer of such interest.