Admission of New Member. (a) Upon a Transfer or other event resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.
(b) Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of the Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.
(c) A Transferee who is admitted as a Member pursuant to this Section 9.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.
(d) In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.
Admission of New Member. No new Member may be admitted to the Company without the consent of a majority-in-interest of the Members (based upon Percentage Interests). For purposes of this Section 10.6, a substitute Member shall not be considered a new Member.
Admission of New Member. No new Member shall be admitted, either by transfer of a portion of the Member’s interest, or in any other manner, which causes the LLC to have two or more Member, until this Agreement has been amended to provide for such admission, including amendments relating to the governance of the LLC, and providing for the allocation of Profits and Losses of the LLC among the Member, and such amendment has been accepted by the existing Member and the new Member.
Admission of New Member. Notwithstanding any to the contrary contained herein, following any Transfer of an Interest by a Member pursuant to Section 8.2(a) or 8.2(b), no Person shall be admitted as a Member of the Company without complying with the following:
(i) filing with the Company a duly executed and acknowledged written instrument of assignment in a form reasonably approved by the Managing Member, specifying the Interest being assigned, and setting forth the intention of the assignor that the assignee succeed to all or part of the assignor’s Interest as a Member;
(ii) execution and acknowledgment by the assignor and assignee of any instruments reasonably required by the Managing Member, including the execution of this Agreement and any supplement, in which the assignee agrees to be bound by the terms and conditions thereof, as supplemented; ACTIVE 202923160v.13
(iii) payment of all real property or other transfer taxes and Company costs incurred by it in connection with the assignment;
(iv) at the reasonable request of the Managing Member, providing an opinion of counsel, acceptable to the Managing Member, that the assignment will not violate any federal or state securities law or jeopardize the status of the original sale of Member Interests with respect to any pertinent exemption of the federal or state securities law, or the characterization of the Company as a limited liability company under any federal or state law, regulation or ruling; and
(v) at least ten (10) days’ prior notice of such Transfer is given to all other Members.
Admission of New Member. If a Member Transfers its TIS Quota in accordance with Section 3.1, the transferee shall be admitted to the Company as a Member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the Transfer and, immediately following such admission, the Notifying Member shall cease to be a Member of the Company. In addition, the Notifying Member shall be entitled to continue using the rights relating to the Marks granted to such Notifying Member prior to the Transfer for a period following the Transfer of (a) six (6) months for the purpose of marketing materials and (b) twelve (12) months for taking off the Marks from all its products. Any successor to a Member permitted by Article 3 shall, without further act, become a Member hereunder.
Admission of New Member. (a) The Company hereby admits New Member as an Additional Member and Non-Managing Member of the Company, and, in connection therewith, Exhibit A to the Operating Agreement is hereby amended to reflect the information on Exhibit A attached hereto, including the Capital Contributions of New Member for the number of Non-Managing Units reflected thereon and the Capital Contribution by the Managing Member for the number of Managing Member Units reflected thereon.
(b) New Member hereby agrees to be bound by the Operating Agreement, as hereby amended, including, without limitation, Section 2.4 of the Original Agreement [Power of Attorney], as a Non-Managing Member of the Company.
(c) New Member hereby represents and warrants to the Company, the Managing Member and each other Member that the representations and warranties set forth in Section 3.4 of the Original Agreement are true and correct as of the Effective Date hereof.
Admission of New Member. A successor member shall only be admitted upon the approval of the existing Member.
Admission of New Member. With the approval of the Board of Directors, any Person may become an Additional Member by the issuance of new LLC Units in exchange for such consideration as the Board of Directors shall determine appropriate; provided, that such Person executes such instruments as the Board of Directors deems necessary or desirable to effect its admission as a Member and to confirm its agreement to be bound by all the terms and conditions of this Operating Agreement.
Admission of New Member. Managing Member hereby consents to and admits New Member as an Additional Member (as defined in the LLC Agreement) and a Non-Managing Member of Company.
Admission of New Member. (a) The Company hereby admits New Member as an Additional Member and Non-Managing Member of the Company, and, in connection therewith, the Company shall issue Non-Managing Member Units to New Member and Managing Member Units to the Managing Member in accordance with the terms and conditions of the Myriad IV Contribution Agreement. The parties hereto acknowledge and agree that, in lieu of updating the current Exhibit A attached to the LLC Agreement and reflecting the respective Capital Contributions and LLC Units of the Members, the Managing Member shall instead reflect the same in the books and records of the Company.
(b) New Member hereby agrees to be bound by the LLC Agreement, as hereby amended, including, without limitation, Section 2.4 of the Original LLC Agreement [Power of Attorney], as a Non-Managing Member of the Company.
(c) New Member hereby represents and warrants to the Company, the Managing Member and each other Member that the representations and warranties set forth in Section 3.4 of the Original LLC Agreement are true and correct as of the Effective Date hereof.
