Admission of Transferee as a Member. A Transfer permitted by the Manager will only transfer the rights of an assignee as set forth in Section 8.6 unless (a) the transferee is a Member or is admitted as a Member and (b) payment to the Fund of a transfer fee in cash which is sufficient, in the Manager's sole determination, to cover all reasonable expenses incurred by the Fund in connection with the Transfer and admission of the transferee as a Member.
Admission of Transferee as a Member. Any Transferee in a Transfer permitted under Section 9.2 shall be admitted to the Company as a Member, with the Membership Interest so transferred to such Transferee, to the extent that (a) the Transferring Member making the Transfer has granted the Transferee the Transferring Member’s entire Membership Interest, or, in the case of Transfer of a part of such Member’s Membership Interest, the express right to be so admitted as a Member and (b) such Transfer is effected in strict compliance with Section 9.3.
Admission of Transferee as a Member. A Transferee has the right to be admitted to the Company as a Member, with the Membership Interest so transferred to such Transferee, only if (A) the Transferring Member making the Transfer has granted the Transferee the Transferring Member’s entire Membership Interest, or, in the case of Transfer of a part of such Member’s Membership Interest, the express right to be so admitted; and (B) such Transfer is effected in strict compliance with this Section 9.1. Any Transferee that has acquired all of the Class B Units then held by the Class B Equity Investor in compliance with the provisions of this Section 9.1 shall become the replacement Managing Member.
Admission of Transferee as a Member. A Transferee of an interest in the Company shall be admitted as a Member in the Company only upon the consent of the Members owning more than fifty percent (50%) of the aggregate Percentage Interests of all Members. The rights of a Transferee who is not admitted as a Member shall be limited to the right to receive allocations and distributions from the Company with respect to the interest transferred, as provided by this Agreement. The Transferee of such interest shall not be a Member with respect to such interest, and, without limiting the foregoing, shall not have the right to vote as a Member, inspect the Company’s books, act for or bind the Company, or otherwise interfere in its operations.
Admission of Transferee as a Member. Any Person to whom any portion or all of a Membership Interest has been transferred pursuant to Section 11.02 or 11.03 shall be admitted as a substituted Member as a result of such transfer to the extent of the Membership Interest so transferred only upon the satisfaction of all of the following conditions:
(a) Such transferee’s written acceptance of, and written agreement to be bound by, all of the terms and provisions of this Agreement;
(b) Reasonable evidence of the authority of such transferee to become a Member and to be bound by all of the terms and provisions of this Agreement; and
(c) The approval of any third party lender if required by any loan documents entered into by the Company. Anything herein to the contrary notwithstanding, any transferee who does not become a substituted Member shall be only entitled to receive the share of Profits, Losses and distributions of the Company to which the transferor was entitled with respect to the Membership Interest so transferred, and shall not have any right to vote on, consent to, approve or otherwise take part in any decision of the Members, or to any of the other rights associated with the ownership of such Membership Interest.
Admission of Transferee as a Member. Upon compliance with the provisions of this Section 9.02(b) and the other provisions of Article 9, a Transferee has the right to be admitted to the Company as a Member (in such capacity, a "SUBSTITUTED MEMBER"), with the Disposed Membership Interest so transferred to such Transferee.
(i) Any Disposition of a Membership Interest and any admission of a Transferee as a Member shall be subject to the following requirements, and such Disposition shall not be effective unless such requirements are complied with; provided, however, that the Board of Directors, in its sole and absolute discretion, may waive any of the following requirements:
(A) The following documents must be delivered to the Board of Directors and must be reasonably satisfactory, in form and substance, to the Board of Directors:
(I) A copy of the instrument pursuant to which the Disposition is effected.
(II) An instrument, executed by the Disposing Member and its Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in
Admission of Transferee as a Member. No Transferee of all or any portion of any Member's Interest in the Company shall be admitted as a substitute or additional member of the Company unless (i) the Transfer to such Transferee is in full compliance with the provisions of this Agreement, (ii) such Transfer has been approved in writing by the Managing Member (which approval may be withheld in its sole and absolute discretion) and (iii) such Transferee shall have executed and delivered to the Company such instruments as the Managing Member reasonably deems necessary or desirable to effectuate the admission of such Transferee as a Member of the Company and to confirm the agreement of such Transferee to be bound by all the terms, conditions and provisions of this Agreement.
Admission of Transferee as a Member. No transferee of an Interest under this Article 11 shall have the right to become a Member in place of his predecessor in interest unless and until (i) such transferee shall have designed such intention in a written instrument; (ii) the written consent of all of the Members to such substitution shall have been obtained, which consent the Members may, in their sole and absolute discretion, withhold; (iii) the instrument or evidence of transfer shall be in form and substance satisfactory to the Manager; (iv) the transferor and transferee shall have executed and acknowledged such other instrument or instruments as the Manager may reasonably require to effectuate or evidence such admission; (v) the transferee shall have accepted, adopted and approved in writing all the terms and provisions of this Agreement and agreed to discharge all obligations accruing with respect to his Interest; (vi) an amendment to this Agreement shall have been executed; (vii) the transferee shall have paid or made provisions satisfactory to the Manager for payment of all expenses and fees incurred in connection with his admission as a Member.
Admission of Transferee as a Member. Notwithstanding anything in this Agreement to the contrary, no transferee of all or any part of a Member's Interests, not already a Member, shall have the right to be substituted as a Member in place of the transferring Member to the extent of the Interests transferred unless:
(a) The transferor states its desire to have the transferee substituted in its place as a Member to the extent of the Interests transferred in an instrument of transfer delivered to the Manager, in form and substance satisfactory to the Manager;
Admission of Transferee as a Member. Upon a Transfer of an Interest or part thereof pursuant to Section 6.2(a) or 6.4, the transferee shall be admitted as a Member, and any reference herein to the transferring Member shall thereafter refer to the transferee, to the extent of the Interest transferred. A Member shall cease to be such, upon transfer of all of its Interest.
