Admission of Substitute Member Sample Clauses
Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.
Admission of Substitute Member. (a) Subject to the other provisions of this Article IX, an assignee of the Member Interest of a Non-Managing Member (which shall be understood to include any purchaser, transferee, donee or other recipient of any disposition of such Member Interest) shall be deemed admitted as a Member of the Company only with the consent of the Corporate Manager (which shall not be unreasonably withheld) and upon the satisfactory completion of the following:
(i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Schedule A, and such other documents or instruments as the Corporate Manager may require in order to effect the admission of such Person as a Member.
(ii) To the extent required, an amended certificate evidencing the admission of such Person as a Member shall have been signed, acknowledged and filed for record to the extent required by the Act.
(iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.
(iv) If the assignee is an entity, the assignee shall have provided the Corporate Manager with evidence satisfactory to counsel for the Company of the assignee’s authority to become a Member under the terms and provisions of this Agreement.
(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.
(vi) The assignee shall have paid all legal fees and other expenses of the Company and the Corporate Manager and filing and publication costs, if any, in connection with its substitution as a Member. Notwithstanding the foregoing, a Member that acquires the Membership Interests of another Member shall be deemed to be automatically admitted as a Member with respect to such acquired Member Interests, and the acquiring Member shall be deemed to have made all representations and covenants on account of such acquired Member Interests, without further action on the part of the acquiring Member or Corporate Manager.
(b) For the purpose of allocating Profits and Losses and distributing cash received by the Company, a Substitute Member shall be treated as having become, and appearing in the records of the Company as, a Member at the end of the month in which the filing of the certificate described in Section 9.4(a)(ii) hereof occur or if no such filing is required, the end of the month i...
Admission of Substitute Member. In the event of a Transfer pursuant to Section 10.6, 10.7 or Article 11, and the requirements of Section 10.2 and this Section 10.3 are met, then the transferee of the Member's Membership Interest shall be entitled to be admitted to the Company as a substitute Member, and this Agreement (and all exhibits hereto) shall be amended to reflect such admission, provided that the following conditions are complied with:
(a) The transferor and transferee shall have executed and acknowledged such instruments as the Board of Directors may deem necessary or desirable to effect the substitution;
(b) The transferee acknowledges all of the terms and provisions of this Agreement as the same may have been amended and agrees in writing to be bound by the same;
(c) The transferee reimburses the Company for all reasonable expenses connected with such admission including, but not limited to, legal fees and costs;
(d) The filing with the Company, if required by the Board of Directors, of such proof of the investment intent and financial status of the transferee as the Board of Directors may request; and
(e) Compliance with all applicable federal and state securities laws.
Admission of Substitute Member. The Assignee of a Membership Interest shall be admitted as a Substitute Member and admitted to all the rights of the Member who initially assigned the Membership Interest only with the approval of the Member and upon execution of an Admission Agreement. The Member may grant or withhold the approval of such admission for the Assignee in its sole and absolute discretion. If so admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest. The admission of a Substitute Member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.
Admission of Substitute Member. Subject to prior Governmental or Regulatory Approval, a Member may freely transfer or assign all or any portion of its Membership Interest to other Members or Affiliates of Members.
a. If a Member transfers or assigns some or all of its Membership Interest to a Person who is not already a Member or an Affiliate, and all of the Members approve of such proposed transfer or assignment, the transferee or assignee of the Membership Interest shall become a Substitute Member. If all of the Members do not approve of such transfer or assignment, the transferee or assignee of the Membership Interest shall have no right to participate in the management of the business and affairs of the Company, to vote, or to be admitted as a Member, but shall only be entitled to receive the share of profits, losses and distributions, to which the transferring or assigning Member would otherwise be entitled. As a condition to the receipt of same, the transferee or assignee may be required by the Members to pay the associated Capital Contributions to which the transferor or assignor would have been liable.
b. With respect to all or any portion of a Membership Interest that is transferred or assigned, the Substitute Member has the rights and powers and is subject to the restrictions and liabilities that are associated with such Membership Interest which accrued prior to the date of substitution, except that the substitution of the assignee does not release the assignor from existing liability to the Company.
c. In any event, no transfer or assignment of all or any portion of a Membership Interest in the Company (including the transfer or assignment of any right to receive or share in profits, losses, or distributions) shall be effective unless and until written notice (including the name and address of the proposed transferee or assignee, the interest to be transferred or assigned, and the date of such transfer or assignment) has been provided to the Company and the nontransferring or nonassigning Member(s). Every Person before becoming a Substitute Member must assume this Operating Agreement, as amended from time to time, in writing.
Admission of Substitute Member. (a) A person acquiring the Interest of a Member in accordance with Section 8.01 and all other provisions of this Agreement shall be deemed admitted as Member of the Company, retroactive to the date of transfer, and recognized as such by the Company upon a unanimous vote of the Members and the satisfactory completion of the following:
(i) Execution by all Members, including any proposed new Member, of all documents, required to evidence the admission of such person as a Member;
(ii) the proposed new Member shall have accepted and agreed to be bound by the terms and provisions of this Operating Agreement by executing a counterpart thereof and such other documents or instruments as the Manager may reasonably require in order to effect the admission of such person as a Member; and
(iii) if the proposed new Member is a corporation, the proposed new Member shall have provided the Manager with evidence satisfactory to counsel for the Company of its authority to become a Member under the terms and provisions of this Agreement;
Admission of Substitute Member. Subject to the other provisions of this Article IX (including, without limitation, the provisions of Section 9.2(a) regarding consent of the Manager), an assignee of the Membership Interest of a Member (including, without limitation, any purchaser, transferee, donee, or other recipient of any disposition of such Membership Interest) shall be deemed admitted as a Member of the Company only upon the satisfactory completion of the following:
Admission of Substitute Member. Upon the admission of any Substitute Member, the Register of Members shall be amended to reflect the name, address and Shares of such Substitute Member and to eliminate or adjust, if necessary, the name, address and Shares of the predecessor of such Substitute Member.
Admission of Substitute Member. The assignee of the Member's Membership Interest pursuant to Section 6.1 hereof may be admitted to the Company as a substitute Member in the place of the assigning Member. Such admission shall be accomplished by means of the assignee's execution and delivery to the Company of
Admission of Substitute Member. The Permitted Transferee shall be admitted to the Company as a Substitute Member so long as the Substitute Member shall agree in writing to be bound by the terms of this Agreement and shall have all the rights and obligations associated with a Membership Interest, including in particular the right to vote and participate in the management and affairs of the Company as permitted by this Agreement in accordance with the Voting Interest of the Transferring Member, the Act and other applicable laws.