SUBSTITUTE NON-MANAGER MEMBERS Sample Clauses
The SUBSTITUTE NON-MANAGER MEMBERS clause establishes the process by which non-manager members of an entity, such as an LLC, can be replaced or substituted. Typically, this clause outlines the conditions under which a member may transfer their interest to another party, the approval process required from existing members or managers, and any restrictions on such substitutions. Its core function is to provide a clear mechanism for changes in membership, ensuring continuity and stability in the entity’s operations while protecting the interests of current members.
SUBSTITUTE NON-MANAGER MEMBERS. No transferee of interests of a Non-Manager Member shall become a Member except in accordance with this Section 5.
SUBSTITUTE NON-MANAGER MEMBERS. No transferee of interests of a Non-Manager Member shall become a Member, and no Non-Manager Member in which any interests have been Transferred shall remain a Member of the LLC, except in accordance with this Section 5.2. The Manager Member may, in its sole discretion, admit as a substitute Non-Manager Member (with respect to all or a portion of the LLC Interests held by a Person), any Person that acquires an LLC Interest by Transfer from another Non-Manager Member pursuant to Section 5.1 hereof, or that acquires an LLC Interest from the Manager Member pursuant to Section 6.1 hereof, and the Manager Member may, in its sole discretion, permit any Non-Manager Member in which interests have been Transferred to remain a Member of the LLC (and such Non-Manager Member otherwise shall cease to be a Member of the LLC). The admission of a transferee as a substitute Non-Manager Member shall, in all events, be conditioned upon the execution of an instrument satisfactory in form and substance to the Manager Member whereby such transferee becomes a party to this Agreement as a Non-Manager Member as well as compliance by such transferee with the provisions of Section 3.8 hereof. Upon the admission of a substitute Non-Manager Member, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto.
SUBSTITUTE NON-MANAGER MEMBERS. No transferee of interests of a Member in the LLC (including without limitation LLC Interests) shall become a Member, and no Non-Manager Member in which any direct or indirect ownership interests have been Transferred shall remain a Member of the LLC, in either case except in accordance with this Section 5.2. The Manager Member may in its sole discretion admit as a substitute Non-Manager Member (with respect to all or a portion of the LLC Interests held by a Person), any Person that acquires an LLC Interest by Transfer from another Member in accordance with Section 5.1 hereof, or that acquires an LLC Interest from the Manager Member in accordance with Section 6.1 hereof, and the Manager Member may in its sole discretion permit any Non-Manager Member in which all of the ownership interests have been Transferred to remain a Member of the LLC (and such Non-Manager Member otherwise automatically shall cease to be a Member of the LLC). The admission of a transferee as a substitute Non-Manager Member shall, in all events, be conditioned upon the execution of an instrument satisfactory in form and substance to the Manager Member whereby such transferee becomes a party to this Agreement as a Non-Manager Member. Upon the admission of a substitute Non-Manager Member in accordance with this Section 5.2, the Manager Member shall make the appropriate revisions to Schedule A hereto.