Common use of SUBSTITUTE NON-MANAGER MEMBERS Clause in Contracts

SUBSTITUTE NON-MANAGER MEMBERS. (a) No Transferee of LLC Interests of a Non-Manager Member shall become a Member except in accordance with this Section 5.2. The Manager Member may admit, in its sole discretion 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 LLC Interests by Transfer from another Non-Manager Member pursuant to Section 5.1 hereof, or that acquires LLC Interests from the Manager Member pursuant to Section 6.1 hereof. The admission of a Transferee as a substitute Non-Manager Member shall, in all events, be conditioned upon the execution of an instrument satisfactory 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 3.7 hereof. Upon the admission of a Transferee as a substitute Non-Manager Member, the Manager Member shall make the appropriate revisions to Schedule A hereto, and such Person shall cease to be a "Transferee" for purposes of this Agreement.

SUBSTITUTE NON-MANAGER MEMBERS. (a) No Transferee transferee of LLC Interests interests of a Non-Manager Member shall become a Member except in accordance with this Section 5.2. The Manager Member may admit, in its sole discretion 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 Interests Interest by Transfer from another Non-Manager Member pursuant to Section 5.1 hereof, or that acquires an LLC Interests Interest from the Manager Member pursuant to Section 6.1 hereof. The admission of a Transferee an assignee as a substitute Non-Manager Member shall, in all events, be conditioned upon the execution of an instrument satisfactory to the Manager Member whereby such Transferee assignee becomes a party to this Agreement as a Non-Manager Member as well as compliance by such Transferee assignee with the provisions of Section 3.7 3.6 hereof. Upon the admission of a Transferee as a substitute Non-Manager Member, the Manager Member shall make the appropriate revisions to Schedule A hereto, and such Person shall cease to be a "Transferee" for purposes of this Agreement.

SUBSTITUTE NON-MANAGER MEMBERS. (a) No Transferee transferee of LLC Interests interests of a Non-Manager Member shall become a Member except in accordance with this Section 5.2. The Manager Member may admitmay, in its sole discretion 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 Interests Interest by Transfer from another Non-Manager Member pursuant to Section 5.1 hereof, or that acquires an LLC Interests Interest from the Manager Member pursuant to Section 6.1 hereof. The admission of a Transferee an assignee as a substitute Non-Manager Member shall, in all events, be conditioned upon the execution of an instrument satisfactory to the Manager Member whereby such Transferee assignee becomes a party to this Agreement as a Non-Manager Member as well as compliance by such Transferee assignee with the provisions of Section 3.7 hereof3.8 hereof if such Transferee is or is becoming an employee of the LLC or any of its Controlled Affiliates or is a Controlled Affiliate of any such employee. Upon the admission of a Transferee as a substitute Non-Manager Member, the Manager Member shall make the appropriate revisions to Schedule A hereto, and such Person shall cease to be a "Transferee" for purposes of this Agreement.

SUBSTITUTE NON-MANAGER MEMBERS. (a) No Transferee transferee of LLC Interests 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 become remain a Member of the LLC, in either case except in accordance with this Section 5.2. The Manager Member may admit, 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 Interests Interest by Transfer from another Non-Manager Member pursuant to in accordance with Section 5.1 hereof, or that acquires an LLC Interests Interest from the Manager Member pursuant to 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 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 transferee becomes a party to this Agreement as a Non-Manager Member as well as compliance by such Transferee with the provisions of Section 3.7 hereofMember. Upon the admission of a Transferee as a substitute Non-Manager MemberMember in accordance with this Section 5.2, the Manager Member shall make the appropriate revisions to Schedule A hereto, and such Person shall cease to be a "Transferee" for purposes of this Agreement.