Common use of Admission of Substituted Members Clause in Contracts

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. Subject to the other provisions of this Article XARTICLE 10, a transferee of an a Membership 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 10.6following conditions: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an a Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to before 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)instrument, (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, ARTICLE 10 and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities 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 Liabilities of the transferor Member based on events occurring, arising, or maturing prior to before the date of Transfer; and (c) The transferee and transferor shall each execute and deliver such other instruments as the Manager Board reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation or any other instrument filed with the State of Michigan Delaware or any other state or governmental authorityGovernmental Authority.

Admission of Substituted Members. Subject to the other provisions of this Article X11, a transferee of an a Membership 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 10.611.6: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an a Membership 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)instrument, (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 X11 and Article 12, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities 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 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 Members acting with the approval of a Super-Majority Interest reasonably deems deem necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Organizational Certificate or any other instrument filed with the State of Michigan Delaware or any other state or governmental authorityGovernmental Authority.

Admission of Substituted Members. Subject to the other provisions of this Article XXI, a transferee of an a Membership 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 10.611.6: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an a Membership 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)instrument, (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 XXI and Article XII, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities 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 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 Members acting with the approval of a Two-Thirds Interest reasonably deems deem 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 Delaware or any other state or governmental authorityGovernmental Authority.

Admission of Substituted Members. Subject to the other provisions of this Article XARTICLE 10, a transferee of an a Membership 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 10.6following conditions: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an a Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to before 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)instrument, (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 XARTICLE 10, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities 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 Liabilities of the transferor Member based on events occurring, arising, or maturing prior to before the date of Transfer; and (c) The transferee and transferor shall each execute and deliver such other instruments as the Manager Board reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation or any other instrument filed with the State of Michigan Delaware or any other state or governmental authorityGovernmental Authority.

Admission of Substituted Members. Subject to the other provisions of this Article X11, a transferee of an a Membership 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 10.611.6: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of an a Membership 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)instrument, (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 X11 and Article 12, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the Transferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities 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 Liabilities of the transferor Member based on events occurring, arising, 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 Members acting with the approval of a Super-Majority Interest reasonably deems deem necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Organizational Certificate or any other instrument filed with the State of Michigan Delaware or any other state or governmental authorityGovernmental Authority.