Common use of Admission of Substituted Members Clause in Contracts

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. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 Membership Interest shall, however, only have (a) 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Company Board’s consent thereto, which consent may be given or withheld in the Board of Directors' sole Company Board’s 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Board shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (xi) at such time as Members owning a Majority of the Board of Directors consents Voting Interests consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' sole discretion, and (yii) when any such admission is shown on the books and records of the Company. If such consent is withheld, such transferee shall be remain 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, including 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 Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of Except as otherwise provided in a Unit in accordance with Article XI, the transferor Designation: (a) No Member shall be deemed to have given the transferee the right to seek admission substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Member in its place. A transferee of a Member Interest may be admitted as a Substituted Member subject to only with the conditions of, and in Consent of the manner permitted under, this AgreementManaging Member. A transferor of a Certificate shall, however, only have The failure or refusal by 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 Managing Member to such purchaser or other transferee in respect of the transferred Units. Each permit a 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 interests to become a Substituted Member with respect shall not give rise to any cause of action against the Company or the Managing Member. Subject to the Units so transferred to such Person. Such foregoing, an Assignee shall become not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (xi) at evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such time Assignee and (iii) such other documents and instruments as the Board of Directors consents thereto, which consent Managing Member may be given or withheld require in the Board of Directors' its sole discretiondiscretion to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and (y) when any such as evidence of, the admission is shown on of a Substituted Member, the Managing Member shall update the Register and the books and records of the Company. If Company to reflect the name, address and number and class and/or series of Company Units of such consent is withheldSubstituted Member and to eliminate or adjust, if necessary, the name, address and number of Company Units of the predecessor of such Substituted Member. (c) A transferee shall be an Assignee. An Assignee who has been admitted as a Substituted Member in accordance with this Article 11 shall have an interest in all the Company equivalent rights and powers and be subject to that all the restrictions and liabilities of a Member with respect under this Agreement. (d) Notwithstanding the foregoing provisions of this Section 11.4 or any other provision of this Agreement to allocations and distributionsthe contrary, including, without limitation, liquidating distributions, any transferee of OPEUs pursuant to a Permitted Transfer shall be admitted as a Substituted Member at the request 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 making 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 Membertransfer.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Manager shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written -41- direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of If any Member transfers such Member’s Interest to a Unit transferee in accordance with Article XISections 6.01 or 6.02, 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, then such transferee shall only be an Assignee. An Assignee shall have an interest in entitled to be admitted into the Company equivalent as a substituted Member if (i) the Members approve such admission in writing and this Agreement is amended to that reflect such admission; (ii) the non-transferring Member approves the form and content of a the instrument of transfer, such approval not to be unreasonably withheld; (iii) 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; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with respect to allocations and distributionssuch admission, including, without limitation, liquidating distributionslegal fees and costs; and (vi) to the extent required the lender under any Financing has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company. With respect ’s transactions, to voting rights attributable to Units that are held by Assignees, 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. Any such transferee shall only be deemed 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 transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee as a substituted Member in accordance with respect thereto this Agreement and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shallshall continue to be subject to, in exercising all of the voting rights in respect other rights, duties and obligations 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 MemberMember under this Agreement.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Company Board's consent thereto, which consent may be given or withheld in the Board of Directors' sole Company Board's 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Board shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Manager shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV (other than by pledge, encumbrance, hypothecation or mortgage to secure indebtedness, prior to foreclosure) transfer, 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 Membership Interest as specified in the preceding sentence 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 Membership Interest 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 UnitsMembership Interests. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for Membership Interest as specified in the account first sentence of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, this Section 11.1 shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of Directors' sole Members’ 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 remain an Assignee. An Such Assignee shall have an interest in the Company equivalent to that of a Member with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by such Assignees, the Company Managing Member shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Such Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain an Assignee. An Assignee HEP LOGISTICS GP, L.L.C. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT shall have an interest in the Company equivalent to that of a Member with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Managing Member shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 Membership Interest shall, however, only have the authority to convey to a purchaser or other XXXXX LOGISTIC SERVICES, L.L.C. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Managing Member shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Board of Directors shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of DirectorsMembers' 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Board shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.

Admission of Substituted Members. By transfer of a Unit Membership Interest in accordance with Article XIIV, 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 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 Certificate Membership Interest 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 UnitsMembership Interests. 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, Membership Interest shall be an Assignee and be deemed to have applied to become a Substituted Member with respect to the Units Interests so transferred to such Person. Such Assignee shall become a Substituted Member (x) at such time as the Board of Directors consents Members consent thereto, which consent may be given or withheld in the Board of Directors' sole Members’ 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 remain 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, including liquidating distributions, of the Company. With respect to voting rights attributable to Units Membership Interests that are held by Assignees, the Company Managing Member shall be deemed to be the Member with respect thereto and shall, in exercising the voting rights in respect of such Units Interests on any matter, vote such Units Membership Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Membership Interests will not be voted. An Assignee shall have no other rights of a Member.