Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member in accordance with Section 9.3, a permitted assignee of all or a part of a Member’s Interest 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 Company (all of which will remain with the assignor Member), including, without limitation, the right to vote, grant approvals or give consents with respect to such Interest, the right to require any information or accounting of the Company’s business, the right to receive any notices provided under this Agreement, or the right to inspect the Company’s books and records. 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. A permitted assignee who has become a Substitute Member has, to the extent of the Interest transferred to such assignee, all the rights and powers of the Person for whom such assignee is substituted as the Member and is subject to the restrictions and liabilities of a Member under this Agreement and the Act. Upon admission of a permitted assignee as a Substitute Member, the assignor of the Interest so acquired by the Substitute Member will cease to be a Member of the Company to the extent of such transferred Interest. A Person will not cease to be a Member upon assignment or Transfer of all of such Member’s Interest unless and until the assignee(s) becomes a Substitute Member as to all of such Interest.
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Samples: Limited Liability Company Agreement (IMH Financial Corp)
Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute substitute Member in accordance with pursuant to Section 9.37.4, a permitted assignee of all or a part of a Member’s Interest is only an Assignee, is not a Member and will shall not be entitled to exercise any of the governance or other rights or powers of a Member in the Company (all of which will shall remain with the assignor Member), including, without limitation, the right to vote, grant approvals or give consents with respect to such Interest, the right to require any information or accounting of the Company’s business, the right to receive any notices provided under this Agreement, business or the right to inspect the Company’s books and records. Such Assignee will permitted assignee shall only be entitled to receive the specific Economic Rights Transferred receive, to the Assignee extent of the Interest transferred to such permitted assignee, the distributions to which the assignor would otherwise be entitled to receiveentitled. A permitted assignee who has become a Substitute substitute Member has, to the extent of the Interest transferred to such permitted assignee, all the rights and powers of the Person for whom such assignee he is substituted as the Member and is subject to the restrictions and liabilities of a Member under this Agreement and the Act. Upon admission of a permitted assignee as a Substitute substitute Member, the assignor of the Interest so acquired by the Substitute substitute Member will shall cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person will shall not cease to be a Member upon assignment or Transfer of all of such Member’s Interest unless and until the assignee(s) becomes a Substitute Member as to all of such Interestsubstitute Member.
Appears in 1 contract
Samples: Operating Agreement
Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member in accordance with pursuant to Section 9.3, a permitted assignee of all or a part of a Member’s Interest is only an Assignee, is not a Member and will shall not be entitled to exercise any of the governance or other rights or powers of a Member in the Company (all of which will remain with the assignor Member)Company, including, without limitation, the right to vote, grant approvals or give consents with respect to such Interest, the right to require any information or accounting of the Company’s business, the right to receive any notices provided under this Agreement, business or the right to inspect the Company’s books and records. Such Assignee will permitted assignee shall only be entitled to receive the specific Economic Rights Transferred receive, to the Assignee extent of the Interest transferred to him, the Distributions to which the assignor would otherwise be entitled to receiveentitled. A permitted assignee who that has become a Substitute Member has, to the extent of the Interest transferred to such assigneehim, all the rights and powers of the Person for whom such assignee he is substituted as the Member and is subject to the restrictions and liabilities of a Member under this Agreement and the Act. Upon admission of a permitted assignee as a Substitute Member, the assignor of the Interest so acquired by the Substitute Member will cease to be a Member of the Company to the extent of such transferred Interest. A Person will shall not cease to be a Member upon assignment or Transfer of all of such Member’s Interest unless and until the assignee(s) becomes a Substitute Member as to all of such InterestMember.
Appears in 1 contract
Samples: Operating Agreement
Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member in accordance with Section 9.39.2, a permitted assignee of all or a part of a Member’s Interest is only an Assignee, is not a Member and will is not be entitled to exercise any of the governance or any other rights or powers of a Member in the Company (all of which will remain with the assignor Member), including, without limitation, the right to vote, grant approvals or give consents with respect to such Interest, the right to require any information or accounting of the Company’s business, the right to receive any notices provided under this Agreement, or the right to inspect the Company’s books and records. Such Assignee will only be entitled to receive the specific Economic Rights Transferred transferred to the Assignee to which the assignor would otherwise be entitled to receive. A permitted assignee who has become a Substitute Member has, to the extent of the Interest transferred to such assignee, all the rights and powers of the Person for whom such assignee is substituted as the Member and is subject to the restrictions and liabilities of a Member under this Agreement and the Act. Upon admission of a permitted assignee as a Substitute Member, the assignor of the Interest so acquired by the Substitute Member will cease to be a Member of the Company to the extent of such transferred Interest. A Person will not cease to be a Member upon assignment or Transfer of all of such Member’s Interest unless and until the assignee(s) becomes a Substitute Member as to all of such Interest.
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Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member in accordance with pursuant to Section 9.3, a permitted assignee of all or a part transferee of a Member’s Membership Interest is only an Assignee, is not a Member and will shall not be entitled to exercise any of the governance or other rights or powers of a Member in the Company (all of which will remain with the assignor Member)Company, including, without limitation, 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, the right to receive any notices provided under this Agreement, business or the right to inspect the Company’s books and records. Such Assignee will only be entitled to receive the specific Economic Rights Transferred to the Assignee to which the assignor would otherwise , 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 permitted assignee transferee who has become a Substitute Member has, to the extent of the Membership Interest transferred to such assigneeSubstitute Member, all the rights and powers of the Person for whom such assignee Substitute Member 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 permitted assignee transferee as a Substitute Member, the assignor transferor of the Membership Interest so acquired by the Substitute Member will shall cease to be a Member of the Company to the extent of such transferred Membership Interest. A Person will not shall cease to be a Member upon assignment or Transfer of all of such Member’s Membership Interest unless and until whether or not the assignee(s) transferee becomes a Substitute Member as to all of such InterestMember.
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