Admission of Transferee. Any permitted transferee of Shares shall be admitted to the Company as a Member on the date agreed by the transferor, the transferee, and the Manager.
Admission of Transferee. Any Person who becomes a Member, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Venture prior to the date of its membership in the Venture and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been properly executed and delivered on behalf of the Venture in accordance with this Agreement prior to said date and which are in force and effect on said date. Unless and until a transferee is admitted as a substituted Member, the transferee shall be entitled only to allocations and distributions with respect to such Interest in accordance with this Agreement, and shall have no right to any information or accounting of the affairs of the Venture, shall not be entitled to inspect the books or records of the Venture, and shall not have no right to exercise any of the powers, rights, and privileges of a Member hereunder.
Admission of Transferee. If a Member transfers all or any part of such Member’s limited liability company interest in the Company in accordance with the requirements of Section 5.1 hereof, the transferee shall be admitted to the Company as a Member of the Company upon its execution of an instrument, as required by the Board of Managers, signifying such transferee’s agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately upon execution of such instrument and, immediately following such admission, the transferor Member shall cease to be a Member of the Company.
Admission of Transferee. Notwithstanding anything in this Section 12 to the contrary and except as provided in Sections 5.2(a), 5.2(b), 12.1 and 14.6, no Transfer of Interests in the Partnership shall be permitted unless the potential transferee is admitted as a Partner under this Section 12.3. If a Partner Transfers all or any portion of its Interest in the Partnership, such transferee may become a Partner if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Partnership in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Partnership and the remaining Partners as may be required by applicable law or otherwise advisable. Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Partner or to a third party, shall be of no effect, and such transferee shall not become a Partner, if the General Partner or Starwood determines in its sole discretion that:
(a) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws;
(b) as a result of such Transfer the Partnership would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; or
(c) as a result of such Transfer, the Partnership would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Partner or cause the Partnership to be taxable as a corporation for federal income tax purposes. For purposes of determining the number of members under this Section 12.3(c), a “beneficial owner” indirectly owning an interest in the Partnership through a “flow-through entity” shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Partnership and (ii) in the sole discretion of the General Partner, a principal purpose of the use of the flow-through entity is to permit the Partnership to satisfy the 100-member limitation. The General Partner may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Partner and fr...
Admission of Transferee. A person who acquires any LLC Interest or any part thereof shall be admitted as a Member of the LLC, with all the rights, duties and obligations accompanying such membership pursuant to this Agreement and Delaware law, immediately upon binding himself to this Agreement by executing the same or a counterpart hereof.
Admission of Transferee. Notwithstanding anything in this Agreement to the contrary, no transferee of the whole or any part of a Membership Interest shall become a substituted Member in the place of its transferor unless all of the following conditions are satisfied:
(a) The Transferring Member and the transferee execute and acknowledge such other instrument or instruments as the other Members may deem necessary or desirable to effectuate the admission, including the written acceptance and adoption by the transferee of all of the terms and conditions of this Agreement as the same may have been amended, and the spouse or registered domestic partner, if any, of the transferee executes and delivers to the Manager a Consent substantially in the form of Exhibit E; and
(b) The transferee pays to the Company a transfer fee which is sufficient, in the reasonable discretion of the other Members, to cover all expenses incurred by the Company in connection with the Transfer and substitution.
Admission of Transferee. A person to whom an interest in the Company has been transferred with the consent of all of the Members has the right to be admitted to the Company as a Member if the Member making such transfer grants the transferee the right to be so admitted, and such transfer is in accordance with the provisions of this Article VIII.
Admission of Transferee. No Transferee other than one already a Member shall be admitted as a Member without the Majority Vote in interest of all Members of the Company or the Series.
Admission of Transferee. Any Person which acquires a Membership Interest by Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon the approval of the Board of Managers. The admission of a Transferee as a substitute Member shall be conditioned upon the Transferee’s written assumption, in form and substance satisfactory to the Board of Managers, of all obligations of the Transferor in respect of the Transferred Interest and execution of an instrument satisfactory to the Board of Managers whereby such Transferee becomes a party to this Agreement.
Admission of Transferee. Notwithstanding anything in Section 12.2 to the contrary, a transferee shall not be entitled to vote on Company matters and shall not have any other rights of a Member other than its rights to Income, Losses, credits and distributions until such transferee is admitted as a substituted Member under this Section 12.3. If a Member Transfers all or any portion of its Membership Interest in accordance with Section 12.2 above, such transferee will be admitted as a substituted Member if (a) such transferee agrees in writing to be bound by the terms of this Agreement, (b) the transferor and/or transferee pays (or agrees to pay) all reasonable legal and other fees and expenses incurred by the Company and the other Members in connection with such Transfer, and (c) the transferor and transferee execute and deliver such other documents and/or certificates as may be required by applicable law or otherwise reasonably requested by the Company and any Member.
