Common use of Admission or Substitution of New Members Clause in Contracts

Admission or Substitution of New Members. (a) Admission. The Management Committee shall have the right, subject to Section 5.3, to admit as a Substitute Member or an Additional Member, any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that, the Management Committee shall admit as a Substitute Member, subject to Section 5.4(b), any transferee who acquires an interest in the Company pursuant to an Exempt Transfer (as such term is defined in the Securityholders Agreement). Concurrently with the admission of a Substitute Member or an Additional Member, the Management Committee shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a Substitute Member in place of the transferring Member, or the admission of an Additional Member, all at the expense, including payment of any professional and filing fees incurred, of the Substitute Member or the Additional Member.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Birds Eye Foods, Inc.), Limited Liability Company Agreement (Agrilink Foods Inc), Limited Liability Company Agreement (Pro Fac Cooperative Inc)

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Admission or Substitution of New Members. (a) Admission. The Management Committee shall have the right, in its sole and absolute discretion (subject to Section 5.3, ) to admit as a Substitute Member or an Additional Member, any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided thatprovided, however, in the case of a transfer of Membership Interests by a Member to one of its Affiliates in accordance with Section 3.1(b)(i) of the Securityholders Agreement, the Management Committee shall admit admission of such Affiliate as a Substitute MemberMember or an Additional Member shall be mandatory; and, provided further, that such admission shall be subject to Section 5.4(b), any transferee who acquires an interest in the Company pursuant to an Exempt Transfer (as such term is defined in Substitute Member or Additional Member being or becoming bound by the Securityholders Agreement). Concurrently with the admission of a Substitute Member or an Additional Member, the Management Committee shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a Substitute Member in place of the transferring Member, or the admission of an Additional Member, all at the expense, including payment of any professional and filing fees incurred, of the Substitute Member or the Additional Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (PGA Holdings, Inc.), Limited Liability Company Agreement (PGA Holdings, Inc.)

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Admission or Substitution of New Members. (a) Admission. The Management Committee shall have the right, subject to Section 5.3, to admit as a Substitute Member or an Additional Member, any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company; provided that, the Management Committee shall admit as a Substitute Member, subject to Section 5.4(b), any transferee who acquires an interest in the Company pursuant to an Exempt Transfer Permitted Transferee (as such term is defined in the Securityholders Agreement)) who acquires an interest in the Company pursuant to a transfer from a Member. Concurrently with the admission of a Substitute Member or an Additional Member, the Management Committee shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a Substitute Member in place of the transferring Member, or the admission of an Additional Member, all at the expense, including payment of any professional and filing fees incurred, of the Substitute Member or the Additional Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NTK Holdings, Inc.)

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