Admission of Substituted Members Sample Clauses

Admission of Substituted 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: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.
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Admission of Substituted Members. By transfer of a Unit in accordance with Article XI, 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 Certificate 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 Member 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 Member with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents thereto, which consent may be given or withheld in the Board of Directors' sole discretion, and (y) when any such admission is shown on the books and records of the Company. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Company equivalent to that of a Member with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Company. With respect to voting rights attributable to Units that are held by Assignees, the Company shall be deemed to be the Member 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 no other rights of a Member.
Admission of Substituted Members. Subject to the other provisions of this Article X, a transferee of an Interest may be admitted to the Company as a substituted Member only upon the approval of the Manager and satisfaction of the conditions set forth in this Section 10.6: (a) The Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Manager (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each non-transferring Member equivalent to those set forth in Article VII for the transferring Member, (ii) accept and adopt the terms and provisions of this Operating Agreement, including this Article X, and (iii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Operating Agreement by the transferor Member and (y) in the case of a Transfer to any Person other than a Member, those obligations or liabilities of the transferor Member based on events occurring, arising, or maturing prior to the date of Transfer; and (c) The transferee and transferor shall each execute and deliver such other instruments as the Manager reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Michigan or any other state or governmental authority.
Admission of Substituted 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: (a) approval of a Transfer by the Governors as set forth Section 10.1 above; (b) the satisfaction of all of the conditions precedent to such Transfer as set forth in Section 10.3 to the extent such conditions precedent were not waived by the Board of Governors; (c) except in the case of a Transfer involuntarily by operation of law, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and has accepted, adopted and agreed to be bound by the provisions of this Agreement as evidenced by the execution and delivery of a Member Signature Page; and (d) the satisfaction of all other applicable requirements contained in this Agreement
Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of the Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) Accept and adopt the terms and provisions of this agreement, including this Section 9, and (ii) Assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except:
Admission of Substituted Members. Subject to the other provisions of this Section 9, a transferee of an Interest in a Permitted Transfer shall be admitted to the Company as a substituted Member.
Admission of Substituted Members. If any Member transfers such Member's Interest to a transferee in accordance with Sections 6.01 and/or 6.02 above, then such transferee shall only be entitled to be admitted into the Company as a substituted member (and this Agreement shall be amended in accordance with the Delaware Act to reflect such admission), if: (i) the non-transferring Member reasonably approves the form and content of the instrument of transfer; (ii) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iii) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (iv) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. To the maximum extent permitted by law, any assignee of an Interest who does not become a substituted member shall have no right to require any information or account of the Company's transactions, to inspect the Company books, or to vote on any of the matters as to which a member would be entitled to vote under this Agreement. An assignee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the assignor was entitled, to the extent assigned. A Member that transfers such Member's Interest shall not cease to be a member of the Company until the admission of the assignee as a substituted member.
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Admission of Substituted Members. Subject to Sections 4.16(e) and 4.17(b), a transferee of Units shall be admitted as a Substitute Member only upon the prior written consent of the Directors and only if (1) such transferee, by execution of an addendum to this Agreement in a form satisfactory to the Directors, accepts and adopts this Agreement; and (2) such transferee complies with the conditions to Transfer set forth in Section 9.2. A transferee of Units who has become a Substitute Member in accordance with this Section 9.10 has, with respect to the Units that have been Transferred to such transferee, all of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member under the Certificate, this Agreement and the Act.
Admission of Substituted Members. 13 7.4 Election; Allocations Between Transferor and Transferee.. 14 7.5 Partition................................................ 14 SECTION 8. RIGHT OF FIRST REFUSAL, WITHDRAWAL, DISSOLUTION AND WINDING UP OF THE COMPANY................................ 14 8.1 Right of First Refusal................................... 14 8.2 Failure to Exercise Right of First Refusal............... 15 8.3
Admission of Substituted Members. No Transferee of a Member’s Series Membership Interest will be admitted to AVGF as a substitute Member without the consent of the Manager. Furthermore, no Transferee, including those transfers permissible under section 7.1, will be considered admitted as a substitute Member unless and until such assignee executes and delivers to the Manager such number of counterpart signature pages to this Agreement as the Manager may require, which the Manager also will execute. Transferees inure to the allocations of capital of the prior member.
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