Substitute Member. An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement.
Substitute Member. The term "Substitute Member" means any Person who is an assignee of a Unit and who has been admitted as a Member with respect to such Unit pursuant to the procedures set forth in Section 9.2.
Substitute Member. 7.3.1 No Transferee of a Member’s Interest will be admitted to the Company with respect to any Series as a substitute Member without the consent of the Manager. Furthermore,
7.3.2 Notwithstanding anything to the contrary in this Agreement, until and unless a Transferee is admitted as a Member, such Transferee shall be entitled to its share of the applicable Series’ Net Profits, Net Losses and distributions and to have its Interest withdrawn as provided in this Agreement, but shall not have any other rights or privileges of a Member (including, without limitation, the right to inspect the Company’s or a Series’ books and records or any consent of other rights under this Agreement or under the Act). If any Interest in a Series is Transferred in compliance with Article 7, all items of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such interest shall be allocated between the Transferor and Transferee (or, in the case of a redemption, among the redeeming Member and other Members) in accordance with Section 706(d) of the Code and Treasury Regulations Section 1.706-4 using any method or convention permitted by law and selected by the Manager. For purposes of making such allocations, the Manager is hereby authorized to select any method or convention permitted under Treasury Regulations Section 1.706-4 as the Manager determines, which selection shall be set forth in a dated, written statement maintained with the applicable Series’ books and records. The Member hereby agree that any such selection by the Manager is made by “agreement of the partners” within the meaning of Treasury Regulations Section 1.706-4(f).
7.3.3 Upon compliance with all provisions hereof applicable to such Person becoming a Member, (a) all other Members agree to execute and deliver such amendments to this Agreement as are necessary to constitute such Person a substitute Member of the Company with respect to a Series, and (b) the Manager will promptly take all necessary actions so that each Transferee or successor to whom or to which the Interest is transferred is admitted to the Company as a Member with respect to the relevant Series.
Substitute Member. If the Sole Member assigns all or any part of its Interest pursuant to Section 8.1, the assignee shall be admitted to the Company as a member of the Company upon the assignee's obtaining the consent of the Manager to such admission and the assignee's executing a counterpart of this Agreement, provided that prior notice is given to Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services. If the Sole Member assigns all of its interest pursuant to Section 8.1, the Sole Member shall cease to be a member of the Company immediately after the admission of the assignee to the Company as member of the Company and the Company shall be continued without dissolution.
Substitute Member. An assignee or transferee who is eligible to be a substitute Member under Sections 10.1 or 10.2 (the “Transferee”) shall be admitted as a substitute Member having all of the rights and powers of a Member if the following conditions are met:
10.3.1. the Transferee shall deliver to the Managers documentation reasonably satisfactory to the Managers showing that the Transferee is entitled to the interest of the Member that was transferred;
10.3.2. the Transferee shall execute and deliver to the Managers a written agreement, in form reasonably satisfactory to the Managers, pursuant to which the Transferee agrees to be bound by this Agreement; and
10.3.3. the costs incurred by the Company associated with the admission of the substitute Member (including reasonable attorneys’ fees) shall be paid in advance by the Transferee.
Substitute Member. The transferee of a Membership Interest shall be automatically admitted to the Company as a substitute Member, upon its compliance with this Article. Unless a transferee of a Membership Interest is admitted as a substitute Member under this Section 7.5, it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Delaware Act as are consistent with the other terms and provisions of this Agreement.
Substitute Member. No Person taking or acquiring, by whatever means, the Interest of any Member, shall be admitted as a Substitute Member without the prior approval of the Board of Managers at the time the proposed Transfer is being considered for approval. In addition, no Person shall be admitted as a Substitute Member unless such Person:
(a) Elects to become a Substitute Member by delivering notice of such election to the Company; and
(b) Executes, acknowledges and delivers to the Company such other instruments as the Board of Managers may deem necessary or advisable to effect the admission of such Person as a Substitute Member, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement.
Substitute Member. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member or that causes the Member to cease to be a member of the Company to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (l) to continue the Company; and (2) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member or the Member in the Company.
Substitute Member. 8 73. Taxable Year........................................................................................ 8 74.
Substitute Member. An Assignee who has been admitted to the Company as a Member of the Company pursuant to this Agreement.
