Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member may require.
Appears in 6 contracts
Samples: Operating Agreement (Wcof, LLC), Operating Agreement (Wcof, LLC), Operating Agreement (Wcof, LLC)
Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the MemberMembers, which consent may be withheld by the Member Members in its sole and their absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member Members may require.
Appears in 3 contracts
Samples: Operating Agreement (Wcof, LLC), Operating Agreement (Wcof, LLC), Operating Agreement (Wcof, LLC)
Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any the Member’s Interest in the Company shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretion, acquire the status as of a substituted or additional member of the Company under the Delaware Act or under this Agreement, but shall have solely have the status, rights and privileges of an assignee. If In the event a substituted substitute or additional member is admitted to the Company in accordance with this Section 5.26.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member may require.
Appears in 3 contracts
Samples: Operating Agreement (CVG Oregon, LLC), Operating Agreement (CVG Oregon, LLC), Operating Agreement (CVG Oregon, LLC)
Status of Third Party Transferee. No transferee, third party transferee of a Membership Interest (including any transferee by operation of law or court order, of all or any portion of any Interest in the Company a Permitted Transferee) shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretionother Members, acquire the status as of a substituted or additional member Member of the Company under the Act Law or under this Agreement, but shall have solely have an interest in the statusCompany’s Profits and Losses, but not the rights and privileges of a Member under this Agreement, or as a “member” under the Law (an assignee“Economic Interest”). If a substituted or additional member substitute Member is admitted to the Company in accordance with this Section 5.28.3, such then the substitute or additional member Member shall be responsible for the payment of all fees and expenses associated with the transfer and such the substitution or admission as the Member Manager may requiredeem reasonable and appropriate. Any consent required under this Section 8.3 may be withheld by a Member(s) whose consent is required in the sole and absolute discretion of the Member(s).
Appears in 2 contracts
Samples: Company Agreement (Cabana Beverages, Inc.), Company Agreement (Cabana Beverages, Inc.)
Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member may require.
Appears in 1 contract
Samples: Operating Agreement (Wcof, LLC)
Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the MemberMembers, which consent may be withheld by the Member Members in its their sole and absolute discretion, acquire the status as a substituted or additional member members of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member Members may require.
Appears in 1 contract
Samples: Operating Agreement (Wcof, LLC)