Admission of Transferees. (a) Upon admission as a Member pursuant to a Transfer conducted in accordance with ARTICLE XIII, a Transferee shall succeed to the rights, duties and obligations of the Transferor under this Agreement, the Shareholder Agreement, the Certificate of Formation and the LLC Act and any references in this Agreement to the Transferor (unless such Transferor remains a Member) shall be deemed to refer to such Transferee for purposes of this Agreement.
(b) Until a Transferee is admitted as a Member pursuant to Section 8.1, the Transferor shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Membership Interest transferred.
Admission of Transferees. A Transferee of an Interest in the Partnership in accordance with the provisions of Section 8.1 of this Article VIII shall be admitted as a Partner with respect to the Interest Transferred upon the fulfillment of such provisions. Until such provisions are fulfilled, a Transferee shall not be admitted as a Partner in the Partnership or otherwise be recognized by the Partnership as having any rights as a Partner, including any right to receive distributions from the Partnership (directly or indirectly) or to acquire an interest in the capital or profits of the Partnership.
Admission of Transferees. Notwithstanding any provision of this Agreement to the contrary, a transferee shall have the right to become a substitute Member if (i) the requirements of subsections A and B hereof are met, (ii) such Person executes instruments reasonably satisfactory to the Executive Committee accepting and adopting the terms and provisions of this Agreement, and (iii) such Person pays any reasonable expenses in connection with such Person’s admission as a substitute Member.
Admission of Transferees. A transferee of an Interest permitted under Section 9.01 shall be admitted to the Partnership as a partner of the Partnership upon (i) the prior written consent of the General Partners and DWI II (which consent of the General Partners and DWI II shall not be unreasonably withheld or delayed) and (ii) its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If a Partner Transfers all of its Interest pursuant to Section 9.01, such admission shall be deemed effective immediately prior to such transfer and, immediately following such admission, the transferor Partner shall cease to be a partner of the Partnership.
Admission of Transferees. Upon the satisfaction of the requirements set forth in Section 8.2.1 with respect to a Transfer, the Transferee shall become a Member (a “Substitute Member”). The admission of such Substitute Member shall be deemed effective on such date that the Substitute Member satisfies all requirements in this Section 8.2, and the admission of such Substitute Member shall not cause the dissolution of the Company.
Admission of Transferees. (A) A person who acquires all or part of a Membership Interest will have the right to become a Member only if:
(1) the transferee executes an instrument reasonably satisfactory to the Manager and the non-transferring Member agreeing to be bound by all of the terms and provisions of this Agreement applicable to a Member;
(2) the transferee pays all reasonable expenses of the Company, the Manager and the non-transferring Member in connection with the transfer of the Membership Interest and the admission of the transferee as a Member; and
(3) the transferee acquires its Membership Interest in a transaction authorized under Section 7.1 or Article 9.
(B) If a Membership Interest is transferred, until the transferee is admitted as a member of the Company, the Company, the Manager and the other Member may continue to recognize the Member who transferred the Membership Interest as a member of the Company for all purposes, excluding rights of the successor to receive allocations of Profits and Losses (or items thereof) and distributions allocable to the transferred Membership Interest.
Admission of Transferees. (a) Upon a Transfer referred to in Section 9.1(a), the transferee may be admitted as -2-
Admission of Transferees. A transferee of an Interest permitted under Section 9.01 shall be admitted to the Partnership as a partner of the Partnership upon (i) the prior written consent of the General Partners and Vulcan (which consent shall not be unreasonably withheld or delayed) and (ii) its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If a Partner Transfers all of its Interest pursuant to Section 9.01, such admission shall be deemed effective immediately prior to such transfer and, immediately following such admission, the transferor Partner shall cease to be a partner of the Partnership.
Admission of Transferees. A transferee of General Partnership Units shall be admitted as a substitute General Partner upon its execution of an instrument signifying its 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 prior to the transfer and, immediately following such admission, the transferring General Partner shall cease to be a general partner of the Partnership to the extent of the General Partnership Units transferred, and the parties hereby agree that following such transfer, any remaining General Partners of the Partnership, including a substitute General Partner, are hereby authorized to, and shall, continue the business of the Partnership without dissolution. A transferee of Limited Partnership Interests shall be admitted to the Partnership as a limited partner of the Partnership upon its execution of an instrument signifying its 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 prior to the transfer and, immediately following such admission, the transferor Limited Partner shall cease to be a limited partner of the Partnership to the extent of the Limited Partnership Units transferred.
Admission of Transferees. The admission as a Member of any Transferee is subject to the satisfaction of the following conditions:
(a) All of the conditions required hereunder to have been satisfied prior to the effectiveness of the relevant Transfer, other than the occurrence of the effective date of the Transfer, shall have been satisfied;
(b) All of the Members (other than the Transferring Member, if such Transferring Member is transferring all of such Member's Interest) shall have approved the admission of the Transferee as a Member, subject to the satisfaction of the other conditions set forth in this Section;
(c) The Transferee shall have executed and delivered to the Company an instrument, in form and substance satisfactory to the Company, setting forth (i) the consent of the Transferee to admission as a Member, (ii) the Transferee's notice address and consent to be bound as a Member by this Agreement, and (iii) the Transferee's acknowledgement of receipt of a copy of this Agreement as then in effect (which the Company shall provide to the Transferee); and
(d) The Transferee and the Transferring Member, or such Member's Representative, shall have executed and delivered, and the Company shall have received, such other instruments and documents as the Members or the Managers shall deem necessary or desirable to effect the admission of the Transferee as a Member, including, without limitation, opinions of counsel to the effect that such admission is permitted under SECTION 12.4.
