Substitute Members Sample Clauses

Substitute Members. No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

Substitute Members. The assignee of a membership Interest shall have the right to become a substituted member in the Company if (1) the assignor so provides in the instrument of assignment, (2) the assignee agrees in writing to be bound by the terms of this Agreement and the Articles, as amended to the date hereof, (3) consent to such assignment has been obtained from all of the other Members, (4) the assignee pays the reasonable costs incurred by the company in preparing and recording any necessary amendments to this Agreement and the Articles, (5) the assignor and assignee otherwise agree to be bound by the terms of Section 13.1-1040 of the Code of Virginia, and (6) the Company obtains opinion of counsel for the Company that none of the actions taken in connection with the assignment shall cause the Company to be classified other than as a limited liability company for federal income tax purposes, or to cause the termination or dissolution of the Company, or to cause the breach of any agreement to which the Company is a party.

Substitute Members. In the event any Non-Investor Member or Investor Member Transfers its Interest in compliance with the other provisions of this Article XII (other than Section 12.4), the transferee thereof shall have the right to become a substitute Non-Investor Member or substitute Investor Member, as the case may be, but only upon satisfaction of the following: (a) execution of such instruments as the Board deems reasonably necessary or desirable to effect such substitution; and (b) acceptance and agreement in writing by the transferee of the Member’s Interest to be bound by all of the terms and provisions of this Agreement and assumption of all obligations under this Agreement (including breaches hereof) applicable to the transferor and in the case of a transferee of a Management Member who resides in a state with a community property system, such transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached hereto. Upon the execution of the instrument of assumption by such transferee and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall enjoy all of the rights and shall be subject to all of the restrictions and obligations of the transferor of such transferee.

Substitute Members. Upon approval and satisfaction of the aforementioned Transfer conditions in Section 11.01(b), a transferee of the Transferring Member’s Interest shall be admitted as a Substituted Member and admitted to all the rights of the Transferring Member only if the Manager approves the admission, and, unless waived by the Manager, the following conditions have been satisfied: (a) the Manager approves the admission; (b) the Transferring Member, its legal representative or its authorized agent must have executed a written instrument of transfer of such Interest in form and substance satisfactory to the Managers; (c) the transferee must have executed a written agreement, in form and substance satisfactory to the Managers to assume all of the duties and obligations of the transferor under this Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (d) the Transferring Member, its legal representative or its authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager to indemnify and hold the Company, the Manager, and the other Members harmless from and against any loss or liability arising out of the Transfer; (e) the transferee must have executed such other documents and instruments as the Manager may deem necessary to effect the admission of the transferee as a Member; and (f) the transferee or the Transferring Member must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company. If so admitted, the Substituted Member shall have all of the rights and powers and shall be subject to all the restrictions and liabilities of the Member assigning the Interest. Except as otherwise agreed by the Company, the admission of a Substituted Member shall not release the Member assigning the Interest from any liability to the Company that may have existed prior to such Transfer. The Managers may amend this Agreement and Exhibit A to reflect such Substituted Member’s admission. A transferee of an Economic Interest who does not become a Member shall be an Economic Interest Owner only and shall be entitled only to the transferor’s Economic Interest to the extent assigned. Such transferee shall not be entitled to vote on any question regarding the Company, and the Ownership Percentage associated with the transferred Economic Interest shall not be considered to be outstanding for voting ...

Substitute Members. If a Transferee of Membership Units does not become (and until any such Transferee becomes) a substitute Member in accordance with the provisions of Section 6.1 hereof, such Person shall not be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions which the assigning Member has Transferred to such Person. The Company shall admit as a substitute Member any Person that acquires Membership Units by Transfer from any Member pursuant to Section 6.1 hereof, but only upon the receipt of an executed instrument satisfactory to the Company whereby such assignee becomes a party to this Agreement as a Member.

Substitute Members. Each Substitute Member, upon admission to the Company, shall be deemed to have appointed, ratified and reaffirmed the appointment of the Manager as its true and lawful attorney for the purposes and on the same terms as set forth in Article 14 hereof.

Substitute Members. No transferee of all or part of a Member’s Membership Interest shall become a substitute Member in place of the transferor unless and until: (a) Such Transfer is in compliance with the terms of Section 9.1; (b) the transferee has executed an instrument in form and substance reasonably satisfactory to the Board accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate of Formation of the Company and this Agreement; and (c) the transferee has caused to be paid all reasonable expenses of the Company in connection with the admission of the transferee as a substitute Member. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the books and records of the Company shall be adjusted to reflect the admission of the transferee as a substitute Member to the extent of the Transferred Membership Interest held by such transferee.

Substitute Members. A transferee may become a Substitute Member if (1) the requirements of Subsections 3.10 and 3.11, above, are met; (2) the person executes an instrument satisfactory to the remaining Members accepting and adopting the terms and provisions of this Agreement; and (3) the person pays all reasonable expenses in connection with his or her admission as a remaining Member.

Substitute Members. 22 7.4 Effect of Admission as a Substitute Member ......................... 23 7.5

Substitute Members. (a) Unless and until admitted as a substitute Member pursuant to this Section 8.2, a transferee of a Member’s Company Units shall be an assignee with respect to such Transferred Company Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the Company’s business, or the right to inspect the Company’s books and records. Such transferee shall only be entitled to receive, to the extent of the Company Units Transferred to such transferee, the share of distributions and profits, if any, to which the transferor would otherwise be entitled with respect to the Transferred Company Units. The transferor shall have the right to vote such Transferred Company Units until the transferee is admitted to the Company as a substitute Member with respect to the Transferred Company Units. (b) No transferee of all or any of a Member’s Company Units shall become a substitute Member in place of the transferor unless and until: (i) Such Transfer is in compliance with the terms of Section 8.1; (ii) the transferee has executed an instrument in form and substance reasonably satisfactory to the Board accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and (iii) the transferee has caused to be paid all reasonable expenses of the Company in connection with the admission of the transferee as a substitute Member. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the books and records of the Company shall be adjusted to reflect the admission of the transferee as a substitute Member to the extent of the Transferred Company Units held by such transferee.