Admission of Substituted Member Sample Clauses

Admission of Substituted Member. Reference is made to the Operating Agreement of BFI Transfer Systems of Massachusetts, LLC, a Delaware limited liability company (the “Company”), dated as of March 29, 2001 (the “Agreement”), by BFI Waste Systems of North America, Inc., a Delaware corporation (“Original Member”). On the date hereof, Original Member transferred its member interest in the Company to its parent corporation, Xxxxxxxx-Xxxxxx Industries, Inc., a Delaware corporation (“Parent Company”). The Parent Company then transferred its member interest in the Company to its parent corporation, Allied Waste North America, Inc., a Delaware corporation (the “Substituted Member”). The Substituted Member hereby becomes a party to the Agreement and hereby accepts and assumes all rights and obligations of the Original Member. Dated: April 1, 2001. BFI WASTE SYSTEMS OF NORTH AMERICA, INC. By: /s/ Xx Xxxx Xxxxx Name: Xx Xxxx Xxxxx Title: Secretary Acknowledged and agreed: ALLIED WASTE NORTH AMERICA, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Operations
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Admission of Substituted Member. By Transfer of a Membership Interest in accordance with Article 9.2, the transferor shall be deemed to have given the Transferee the right to seek admission as a Substituted Member subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Unit Certificate representing a Membership Interest shall, however, only have the authority to convey to a purchaser or other Transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Unit Certificate to a purchaser or other Transferee and (b) the right to Transfer the right to request admission as a Substituted Member to such purchaser or other Transferee in respect of the Transferred Membership Interests; and, unless and until a duly executed Transfer Application is delivered by the Transferee to the Company with respect to such Units, the transferor will be deemed to be the owner of record thereof for all purposes of this Agreement, including, without limitation, the allocation of profits
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Admission of Substituted Member. If a Member transfers its Membership Interest in accordance with this ARTICLE XI, and such purchaser is designated by the conveying Member as a substituted Member, such assignee shall be entitled to be admitted to the Company as a substituted Member, and this Agreement shall be amended to reflect such admission, provided that the following conditions are complied with:
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Admission of Substituted Member. Members holding Voting Units may ------------------------------- freely assign or transfer their Member's Interests among themselves or to Affiliates of Members holding Voting Units. If a Member transfers its Member's Interest to a Person who is not already a Member or an Affiliate of a Member holding Voting Units (or transfers title as a result of exercise of rights under a security interest), and Members holding at least 80% of the then outstanding Voting Units approve of such proposed transfer or assignment, the transferee or assignee of the Member's Interests shall become a "Substituted Member" (as such term is defined below). If Members holding at least 50% of the then outstanding Voting Units do not approve of such transfer or assignment, the transferee or assignee of the Member's Interest shall have no right to participate in the management of the business and affairs of the Company, to vote its Units, 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 Member would otherwise be entitled. As a condition to the receipt of same, the transferee or assignee may be required by the Managing Member to pay any Capital Contributions to which the transferor or assignor would have been liable. A "Substituted Member" is a Person admitted to all the rights of a Member. The Substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of his assignor whether accrued prior to or after the date of substitution (including, without limitation, the right to allocations of profits under Section 1.2(a) of Appendix 1 to the extent attributed to the interest acquired by the Substituted Member), except that the substitution of the assignee does not release the assignor from liability to the Company. In any event, no transfer of a Member's Interest in the Company (including the transfer 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 and the date of such transfer) has been provided to the Company and the nontransferring Member(s). Every Person before becoming a Substituted Member must assume this Agreement in writing. No Member shall be entitled to transfer less than 100% of his Member's Interest except in the case of a transfer between Members.
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Admission of Substituted Member. In connection with a transfer or assignment in compliance with Section 11.2.1 the assignee may become a Substituted Member upon the request of the assignor only if:
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Admission of Substituted Member 
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Related to Admission of Substituted Member

  • Admission of Substituted Members Subject to the other provisions of this Article 10 a transferee of a Membership Interest may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 10.5.

  • 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 Members As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:

  • Admission of Substituted Limited Partner By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser or other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Limited Partner Interests. Each transferee of a Limited Partner Interest (including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (x) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s discretion, and (y) when any such admission is shown on the books and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on any matter, vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee shall have no other rights of a Limited Partner.

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

  • Admission of Substituted Limited Partners By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.

  • Substituted Member (a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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