Right of Assignee to Become a Substitute Member Sample Clauses

Right of Assignee to Become a Substitute Member. An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy who is not already a Member at the effective time of the Assignment must become a Substitute Member with respect to the Unit by executing and delivering to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee shall accept, adopt and otherwise become a party to the Certificate of Organization and this Agreement. No vote or consent of the Directors or the Members shall be necessary in order for such an assignee to become a Substitute Member; provided, however, that the assignee shall become a Substitute Member effective as of the date determined by the Directors, but such date must be within 32 days of the date the Directors receive the addendum or agreement contemplated by this paragraph. An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy and who is already a Member at the effective time of the Assignment shall become a Substitute Member with respect to the Unit effective immediately upon the effective time of the Assignment, and such assignee shall be conclusively deemed to have accepted the Unit subject to and upon the terms and conditions of the Certificate of Organization and this Agreement. The Directors or the President may, however, require such an assignee to execute and deliver to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee confirms that the assignee has accepted, adopted and is a party to the Certificate of Organization and this Agreement. An assignee who has become a Substitute Member has, with respect to the Units which have been Assigned to the assignee, all of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member under the Certificate of Organization, this Agreement and the Iowa Act. In the event an assignee is a minor or is otherwise legally unable to execute the addendum or agreement contemplated by this Section, the addendum or agreement shall be executed by the assignee's conservator or other guardian or legal representative.
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Right of Assignee to Become a Substitute Member. If the provisions of Section 10.3 have been complied with, such Transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the Directors, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the Directors, as the Directors reasonably deem necessary or desirable in their sole discretion to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Class A Membership Interests or Class B Membership Interests acquired by such transferee. The admission of any transferee of a Member as a Substitute Member shall not require the approval of any Member, provided that the transferor and transferee have complied, to the Directors' reasonable satisfaction, with the provisions of Section 10.3 and this Section 10.4. If a Member assigns all of its Class A Membership Interests or Class B Membership Interests and the assignee of such Class A Membership Interests or Class B Membership Interests is entitled to become a Substitute Member pursuant to this Section 10.4, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company.
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Right of Assignee to Become a Substitute Member. Except as provided ----------------------------------------------- in Section 8.3 below, an assignee of a Unit may become a Substitute Member only if the proposed Substitute Member executes an agreement accepting and adopting the terms of the Articles of Organization and this Agreement, and if the Voting Members holding at least a majority of the total outstanding Voting Units consent thereto in writing, and, if the substitution is to occur prior to the Return Date, the Nonvoting Members holding at least a majority of the total outstanding Nonvoting Units also consent thereto in writing (in each case including in such calculation the Unit or Units which have been assigned, which may be voted by the Member which assigned such Unit or Units) . Any such consent may be withheld in a Member's sole discretion. A Substitute Member shall be admitted as a Member upon the later to occur of the events specified in the preceding sentence. Section 903 of the Iowa Act shall apply to any such transfers, except as expressly modified hereby. An assignee of a Unit who has become a Substitute Member as to that Unit has the rights and powers, and is subject to the restrictions and liabilities, of a Member as to such Unit under the Articles of Organization, this Agreement and the Iowa Act.
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Right of Assignee to Become a Substitute Member. If the provisions of Section 10.04 have been complied with, such transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the Managing Member, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the Managing Member, as all of the Members reasonably deem necessary or
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Right of Assignee to Become a Substitute Member. If the provisions of Section 10.04 have been complied with, such transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers
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Related to Right of Assignee to Become a Substitute Member

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • RIGHT OF ASSIGNMENT (6) The Lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet, or permit any other person or persons whomsoever to occupy the Premises without the written consent of the Lessor being first obtained in writing; this lease is personal to Lessee; Lessee’s interests, in whole or in part, cannot be sold, assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in regard to the Lessee, or in any other manner, except as above mentioned. Notwithstanding any provision in this Lease, Lessee may, without Lessor consent, execute and deliver one or more leasehold mortgages (or leasehold trust deeds) to any lender to Lessee with respect hereto.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment, or all assignments held by the Firm, at any time upon advance written notice. Citizens may also reassign any matter at any time upon advance written notice. Once terminated, the Firm agrees to timely withdraw as counsel in any court proceeding.‌

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

  • Rights of Unadmitted Assignees A Person who acquires Units but who is not admitted as a substituted Member pursuant to Section 9.8 hereof shall be entitled only to the Membership Economic Interests with respect to such Units in accordance with this Agreement, and shall not be entitled to the Membership Voting Interest with respect to such Units. In addition, such Person shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Admission of a Substitute or Additional General Partner A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

  • Rights of Assignees Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

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