Common use of Effect of Admission as a Substitute Member Clause in Contracts

Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to Section 9.3, a transferee of a Member’s Membership Interest shall not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such transferee shall be entitled to receive, to the extent of the Membership Interest transferred to such transferee, the distribution to which the transferor would be entitled. A transferee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute Member, all the rights and powers of the Person for whom such Substitute Member is substituted and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee as a Substitute Member, the transferor of the Membership Interest so acquired by the Substitute Member shall cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall cease to be a Member upon Transfer of all of such Member’s Membership Interest whether or not the transferee becomes a Substitute Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Coach Inc)

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Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to Section 9.37.3, a transferee of a Member’s Membership Interest shall Transferee is not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such transferee shall a Transferee will only be entitled to receive, to the extent of the Membership Interest transferred to such transfereeTransferee, the distribution Distributions to which the transferor Transferor would be entitled. A transferee Transferee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute MemberTransferee, all the rights and powers of the Person Member for whom such Substitute Member Transferee is substituted and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee Transferee as a Substitute Member, the transferor of the Membership Interest so acquired by the Substitute Member shall Transferor will cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall will not cease to be a Member upon Transfer assignment of all of such Member’s Membership Interest whether or not unless and until the transferee Transferee becomes a Substitute Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Genelux Corp)

Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to in accordance with Section 9.39.2, a transferee permitted assignee of all or a part of a Member’s Membership Interest shall is only an Assignee, is not be a Member and is not entitled to exercise any of the governance or any other rights or powers of a Member in the CompanyCompany (all of which will remain with the assignor Member), including including, without limitation, the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s business business, the right to receive any notices provided under this Agreement, or the right to inspect the Company’s books and records, but such transferee shall . Such Assignee will only be entitled to receive the specific Economic Rights transferred to the Assignee which the assignor would otherwise be entitled to receive, to the extent of the Membership Interest transferred to such transferee, the distribution to which the transferor would be entitled. A transferee permitted assignee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute Memberassignee, all the rights and powers of the Person for whom such Substitute Member assignee is substituted as the Member and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee permitted assignee as a Substitute Member, the transferor assignor of the Membership Interest so acquired by the Substitute Member shall will cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall will not cease to be a Member upon assignment or Transfer of all of such Member’s Membership Interest whether or not unless and until the transferee assignee(s) becomes a Substitute MemberMember as to all of such Interest.

Appears in 1 contract

Samples: Operating Agreement (Wizard World, Inc.)

Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to Section 9.3, a transferee of a Member’s Membership Interest Transferee shall not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s 's business or the right to inspect the Company’s 's books and records, but such transferee a Transferee shall only be entitled to receive, to the extent of the Membership Interest transferred to such transfereeTransferee, the distribution Distributions to which the transferor Transferor would be entitled. A transferee Transferee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute MemberTransferee, all the rights and powers of the Person Member for whom such Substitute Member Transferee is substituted and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee Transferee as a Substitute Member, the transferor of the Membership Interest so acquired by the Substitute Member Transferor shall cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall not cease to be a Member upon Transfer assignment of all of such Member’s Membership 's Interest whether or not unless and until the transferee Transferee becomes a Substitute Member.

Appears in 1 contract

Samples: Operating Agreement (Tortoise Total Return Fund, LLC)

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Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to Section 9.39.4, a transferee of a Member’s Membership Interest shall Transferee will not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of with respect to the Company’s business or the right to inspect the Company’s books and records, but such transferee shall Transferee will only be entitled to receive, to the extent of the Membership Interest transferred to such transfereeit, the distribution Distributions to which the transferor transferring Member would be entitled. A transferee who Transferee that has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute Memberit, all the rights and powers of the Person for whom such Substitute Member it is substituted and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act; provided, however that if more than one Transferee receives an Interest as a result of the death or disability of a Member, such Transferees must appoint one representative to vote, grant approvals or give consents with respect to the entire Interest transferred as a result of such death or disability. Upon admission of a transferee Transferee as a Substitute Member, the transferor of the Membership Interest so acquired by the Substitute transferring Member shall will cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall will not cease to be a Member upon Transfer assignment of all of such Member’s Membership Interest whether or not unless and until the transferee Transferee becomes a Substitute Member. In addition, such Person will continue to have the right to vote, grant approvals and give consents with respect to the Interest transferred until such time as the Transferee becomes a Substitute Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Inergy Holdings LLC)

Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to in accordance with Section 9.3, a transferee permitted assignee of all or a part of a Member’s Membership Interest shall is only an Assignee, is not a Member and will not be entitled to exercise any of the governance or other rights or powers of a Member in the CompanyCompany (all of which will remain with the assignor Member), including including, without limitation, the right to vote, grant approvals or give consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s business business, the right to receive any notices provided under this Agreement, or the right to inspect the Company’s books and records, but such transferee shall . Such Assignee will only be entitled to receive the specific Economic Rights Transferred to the Assignee to which the assignor would otherwise be entitled to receive, to the extent of the Membership Interest transferred to such transferee, the distribution to which the transferor would be entitled. A transferee permitted assignee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such Substitute Memberassignee, all the rights and powers of the Person for whom such Substitute Member assignee is substituted as the Member and is subject to the restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee permitted assignee as a Substitute Member, the transferor assignor of the Membership Interest so acquired by the Substitute Member shall will cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person shall will not cease to be a Member upon assignment or Transfer of all of such Member’s Membership Interest whether or not unless and until the transferee assignee(s) becomes a Substitute MemberMember as to all of such Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (IMH Financial Corp)

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