Common use of Admission Requirements Clause in Contracts

Admission Requirements. No assignee of all or any portion of a Member’s Membership Interest or any other person shall be admitted as an additional or substituted Member of the Company unless and until: (a) such admission has been Approved in writing by all Members having the right to Approve such transfer hereunder, which approval may be given or withheld in the sole discretion of each Member; (b) such assignment is made in writing, signed by the assigning Member (or its successor) and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to the non-transferring Member; (c) the Company has received an opinion of counsel as contemplated by Section 10.1 or each Member has waived this requirement; and (d) the assignee executes and delivers to the Company and each other Member a written agreement in form reasonably satisfactory to the Member and each Member, pursuant to which such assignee agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.

Appears in 4 contracts

Samples: Operating Agreement (Campus Crest Communities, Inc.), Operating Agreement (Campus Crest Communities, Inc.), Purchase and Sale Agreement (Campus Crest Communities, Inc.)

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Admission Requirements. No assignee of all or any portion of a Member’s Membership Interest interest in the Company (including a Permitted Transferee) or any other person shall be admitted as an additional or substituted Member of the Company unless and until: (a) such admission has been Approved approved in writing by all Members having of the right to Approve such transfer hereunderother Members, which approval may be given or withheld in the sole discretion of each Member; (b) such assignment is made in writing, signed by the assigning Member (or its successor) and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to the non-transferring each Member; (c) the Company has received an opinion of counsel as contemplated by Section 10.1 12.1 or each Member has waived this requirement; and (d) the assignee executes and delivers to the Company and each other Member a written agreement in form reasonably satisfactory to all of the Member and each Memberother Members, pursuant to which such assignee agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (Gallagher Arthur J & Co), Operating Agreement (Gallagher Arthur J & Co)

Admission Requirements. No assignee of all or any portion of a Member’s Membership Interest interest in the Company or any other person shall be admitted as an additional or substituted Member of the Company unless and until: (a) a except in the case of an assignee that is a Permitted Transferee, such admission has been Approved approved in writing by all Members having the right to Approve such transfer hereunderManager, which approval may be given or withheld in the sole discretion of each Memberthe Manager; (b) b such assignment is made in writing, signed by the assigning Member (or its successor) and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to each other Member and the non-transferring MemberManager; (c) c the Company has received an opinion of counsel as contemplated by Section 10.1 12.1 or each Member has waived this requirement; and (d) d the assignee executes and delivers to the Company and each other Member a written agreement in form reasonably satisfactory to the Member and each MemberManager, pursuant to which such assignee agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Sidoti & Company, Inc.)

Admission Requirements. No assignee of all or any portion of a Member’s Membership Interest interest in the Company or any other person shall be admitted as an additional or substituted Member of the Company unless and until: (a) except in the case of an assignee that is a Permitted Transferee, such admission has been Approved approved in writing by all Members having the right to Approve such transfer hereunderManager, which approval may be given or withheld in the sole discretion of each Memberthe Manager; (b) such assignment is made in writing, signed by the assigning Member (or its successor) and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to the non-transferring MemberManager; (c) the Company has received an opinion of counsel as contemplated by Section 10.1 12.1 or each Member the Manager has waived this requirement; and (d) the assignee executes and delivers to the Company and each other Member Manager a written agreement in form reasonably satisfactory to the Member and each MemberManager, pursuant to which such assignee agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Sidoti & Company, Inc.)

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Admission Requirements. No assignee of all or any portion of a Member’s Membership Interest or any other person shall be admitted as an additional or substituted Member of the Company unless and until: : (a) such admission has been Approved in writing by all Members having the right to Approve such transfer hereunder, which approval may be given or withheld in the sole discretion of each Member; ; (b) such assignment is made in writing, signed by the assigning Member (or its successor) and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to the non-transferring Member; ; (c) the Company has received an opinion of counsel as contemplated by Section 10.1 or each Member has waived this requirement; and and (d) the assignee executes and delivers to the Company and each other Member a written agreement in form reasonably satisfactory to the Member and each Member, pursuant to which such assignee agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.

Appears in 1 contract

Samples: Operating Agreement

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