Common use of Conditions for Admissions Clause in Contracts

Conditions for Admissions. No Transferee shall be admitted as a Member without satisfying the following conditions (any one or more of which may be waived by the Managing Member): (i) the Transferor or Transferee shall undertake to pay all expenses incurred by the Company in connection therewith; (ii) the Company shall receive from the Person to whom such Transfer is to be made a counterpart of this Agreement executed by or on behalf of such Person and such other documents, instruments and certificates as may reasonably be requested by the Managing Member pursuant to which such Transferee shall become bound by this Agreement with respect to the Interest, or portion thereof, so Transferred; (iii) the Company shall receive from the proposed Transferor and Transferee such documents, opinions, instruments and certificates as reasonably required by the Managing Member; (iv) the Company shall receive an opinion of counsel to the Company substantially to the effect that the admission of the Transferee as a Member (or in the case of Section 5.4(b), the consummation of such Transfer): (A) will not cause the Company to be terminated pursuant to Section 708 of the Code if such termination would have a material adverse effect on any Member, to lose its status as a partnership for United States federal and state income tax purposes, or to be considered a publicly traded partnership under Section 7704(b) of the Code; and (B) complies with all applicable laws and regulations, including, without limitation, applicable federal and state securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (v) The Members hereby waive the requirements of this Subsection (f) with respect to any Transfer by any Tribune Member of its Interest to Tribune or any Affiliate of Tribune.

Conditions for Admissions. No Transferee shall be admitted as a Member without satisfying the following conditions (any one or more of which may be waived by the Managing MemberMutual Agreement): (i) the Transferor or Transferee shall undertake to pay all expenses incurred by the Company in connection therewith; (ii) the Company shall receive from the Person to whom such Transfer is to be made a counterpart of this Agreement executed by or on behalf of such Person and such other documents, instruments and certificates as may reasonably be requested by the Managing Member pursuant to which such Transferee shall become bound by this Agreement with respect to the Interest, or portion thereof, so Transferred; (iii) the Company shall receive from the proposed Transferor and Transferee such documents, opinions, instruments and certificates as reasonably required by the Managing MemberMutual Agreement; (iv) the Company shall receive an opinion of counsel to the Company substantially to the effect that the admission of the Transferee as a Member (or in the case of Section 5.4(b), the consummation of such Transfer): (A) will not cause the Company to be terminated pursuant to Section 708 of the Code if such termination would have a material adverse effect on any Member, to lose its status as a partnership for United States federal and state income tax purposes, or to be considered a publicly traded partnership under Section 7704(b) of the Code; and (B) complies with all applicable laws and regulations, including, without limitation, applicable federal and state securities laws laws, the Investment Company Act and the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended. (v) The Members hereby waive the requirements of this Subsection (f) with respect to any Transfer by any Tribune TMC Member of its Interest to Tribune or any Affiliate of Tribuneanother TMC Member.

Conditions for Admissions. No Transferee shall be admitted as a Member without satisfying the following conditions (any one or more of which may be waived by the Managing MemberMutual Agreement): (i) the Transferor or Transferee shall undertake to pay all expenses incurred by the Company in connection therewith; (ii) the Company shall receive from the Person to whom such Transfer is to be made a counterpart of this Agreement executed by or on behalf of such Person and such other documents, instruments and certificates as may reasonably be requested by the Managing Member pursuant to which such Transferee shall become bound by this Agreement with respect to the Interest, or portion thereof, so Transferred; (iii) the Company shall receive from the proposed Transferor and Transferee such documents, opinions, instruments and certificates as reasonably required by the Managing MemberMutual Agreement; (iv) the Company shall receive an opinion of counsel to the Company substantially to the effect that the admission of the Transferee as a Member (or in the case of Section 5.4(b), the consummation of such Transfer): (A) will not cause the Company to be terminated pursuant to Section 708 of the Code if such termination would have a material adverse effect on any Member, to lose its status as a partnership for United States federal and state income tax purposes, or to be considered a publicly traded partnership under Section 7704(b) of the Code; and (B) complies with all applicable laws and regulations, including, without limitation, applicable federal and state securities laws and the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended. (v) The Members hereby waive the requirements of this Subsection (f) with respect to any Transfer by any Tribune TMC Member of its Interest to Tribune or any Affiliate of TribuneTMC.