Admission of Transferees as Members. A transferee of Units will be admitted as a Member with respect to a Class of Units (if not already a Member) if: (1) the Transfer Restrictions are satisfied with respect to the applicable Transfer; (2) the requirements of Section 4.2 are satisfied with respect to the transferee and the Class of Units, (3) the Board approves the membership of the transferee (which approval may be granted, delayed, considered or withheld in the sole discretion of the Board); and (4) the transferee executes any instruments and satisfies any other requirements that the Board deems reasonably necessary or desirable for admission of the transferee as a Member. In the absence of satisfying the foregoing requirements, the transferee will be a non-member Unitholder with only the rights of an unadmitted assignee as provided in Section 3.7(f).
Admission of Transferees as Members. Unless otherwise indicated in writing at the time of any Transfer of an Interest, a transferee of an Interest (including a transferee by operation of law) shall be admitted to the Company as a substituted Member and shall be bound by the terms of this Agreement upon such transferee’s written notice to the Company at the address set forth in Section 1.4.
Admission of Transferees as Members. A transferee of Units (whether as a result of a Permitted Transfer or otherwise) may be admitted as a Member only upon satisfaction of each of the following conditions:
(a) The transferee acquired its Units by means of a Permitted Transfer;
(b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 6.2(a) hereof), and such admission is approved by the Board which approval may be given or withheld in the sole and absolute discretion of the Board;
(c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by submitting an executed counterpart signature page agreeing to be bound by this Agreement and such other written instruments in form and substance reasonably satisfactory to the Board (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 10, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units;
(d) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member; and
(e) Except in the case of a Transfer involuntarily by operation of law, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Members reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles or any other instrument filed with the State of Minnesota or any other state or governmental authority.
Admission of Transferees as Members. A Transferee shall be admitted as a Member of the Company only upon the affirmative unanimous Vote of Members, except that a Transferee which is an Affiliate of a Member shall automatically be admitted as a Member, subject to compliance with Section 11.7, without any action on the part of the other Members.
Admission of Transferees as Members. Subject to the other provisions of this Article, a transferee of a Membership Interest may be admitted to the Company as a Substituted Member only upon satisfaction of all of the following conditions:
(a) Members holding more than fifty percent of the Membership Interests in the Company held by the disinterested Members approve to such admission;
(b) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Transfer which satisfied the Transfer Conditions;
(c) The transferee becomes a party to this Agreement as a Member and executes such documents and instruments as the Manager may reasonably request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions of this Agreement; and
(d) The transferee pays or reimburses the Company for all legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member. Upon the admission of the Substituted Member, the records of the Company shall be amended to reflect the name and address of such Substituted Member and to eliminate the name and address of the transferor Member.
Admission of Transferees as Members. Notwithstanding anything to the contrary in the Delaware Act, a transfer shall only be effective, and the transferee of Units shall be admitted as a Member with respect thereto, only after the following conditions are satisfied: (a) the Board approves the admission of the transferee as a Member, which approval shall not be unreasonably withheld, conditioned or delayed; (b) the transferee becomes a party to this Agreement by executing the Joinder Certificate attached hereto as Exhibit B; and (c) the transferor and transferee execute and acknowledge any additional documents and instruments the Board may deem reasonably necessary or desirable to effect such Transfer and admission.
Admission of Transferees as Members. (a) No transferee of a Member shall be admitted as a Member unless a11 of the following conditions have been satisfied: .
(i) The transfer complies with Section 14.3;
(ii) The prospective transferee has executed an instrument, in form and substance satisfactory to the Manager, accepting and agreeing to be bound by all the terms and conditions of this Agreement, including the power of attorney set forth in Section 17 hereof and has paid all expenses of the Company in effecting the transfer;
(iii) All requirements of the Act regarding the admission of a transferee Member have been complied with by the transferee, the transferring Member, and the Company; and
(iv) Such transfer is effective in compliance with all applicable state and federal securities laws.
(b) In the event of a transfer complying with all the requirements of Section 14.3 hereof. and the transferee being admitted as a Member pursuant to this Section 14.4, the Manager, for itself and for each Member pursuant to the Power of Attorney granted by each Member, shall execute an amendment to this Agreement and file any necessary amendments to the articles of organization for the Company. Unless named in this Agreement, as amended from time to time, no person shall be considered a Member.
Admission of Transferees as Members. A transferee of a Membership Interest may be admitted as a Member of the Company upon furnishing to the Company all of the following:
(a) The written consent of all the Members and Managers to the admission of the transferee as a Member; and
(b) The acceptance, in a form satisfactory to the Managers, of all the terms and conditions of this Agreement; and
(c) Payment of such reasonable expenses as the Company may incur in connection with the admission as a Member.
Admission of Transferees as Members. The Members, by unanimous consent, may, but need not, permit an assignee or transferee (whether such assignee or transferee has 36 acquired its Interest by virtue of a voluntary assignment pursuant to Section 6.2, an involuntary transfer pursuant to Section 6.3 or a transfer by operation of law or otherwise) of a Member's Interest (or a part thereof) to be admitted as and become a Member in the Company entitled to all the rights and benefits under this Agreement of the transferor or assignor of such Interest, but no such assignee or transferee shall be or become a Member without:
6.4.1 The prior written consent of the Manager, which may be granted or withheld by the Manager in its sole and absolute discretion;
6.4.2 The assignee's written acceptance and adoption of all of the terms and provisions of this Agreement, as if such additional party were an original signatory hereto, and such assignee's grant to the Manager the power-of-attorney set forth in Section 12.2 of this Agreement;
6.4.3 The assignee executing and acknowledging such other instrument or instruments as the Manager deems necessary or desirable to effect such admission;
6.4.4 The assignee paying or obligating itself to pay, as the Manager deems necessary or appropriate, all reasonable expenses connected with such admission, including but not limited to the cost of preparing and filing an amendment to the Certificate of Formation to effectuate such admission;
6.4.5 The transferor and transferee providing, if requested by the Manager, an opinion of counsel (which counsel and opinion shall be satisfactory to the counsel to the Company) that indicates that, in the opinion of said counsel, such transfer would not jeopardize the status of the Company as a limited liability company for federal or state income tax purposes, and would not violate, or cause the Company to violate, any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law or any applicable laws, rules or regulations of the FCC;
6.4.6 The transferor giving the transferee the right to become a Member; and
6.4.7 All requirements of the Act regarding the admission of a transferee member having been complied with by the transferee, the transferor and the Company. Until such time, if any, as a transferee of any permitted transfer pursuant to this Article VI is admitted to the Company as a substitute Member pursuant to this Section 6.4, (x) such transferee shall be an a...
Admission of Transferees as Members. The Managers may from time to time admit Transferees as Members to the Company on such terms and conditions as the Managers shall determine. Any such Members shall join in and agree to be bound by the terms of this Agreement.
