Substitute or Additional Members. (a) Any Person wishing to be admitted to the Company as an additional Member, other than by virtue of the Transfer to such Person of a Membership Interest pursuant to Section 12.2, may be admitted only with the Unanimous Approval of the Board, which approval may be granted or withheld in the sole discretion of each Director and shall be made subject to the satisfaction of the conditions set forth in Section 12.4 and such other conditions as the Board may require. Notwithstanding the foregoing, no AB Entity may become an additional Member. (b) Upon the admission of a substitute or an additional Member, Schedule A annexed hereto shall be amended to reflect the revised Membership Units of the Members. No Person shall become a Member until such Person shall have become a party to, and adopted all of the terms and conditions of, this Agreement.
Appears in 2 contracts
Samples: Joint Venture Agreement (Constellation Brands, Inc.), Limited Liability Company Agreement (Constellation Brands, Inc.)
Substitute or Additional Members. (a) Any Person wishing to be admitted to the Company as an additional Class A, Class B or Class C Member, other than by virtue of the Transfer to such Person of a Membership Interest pursuant to Section 12.2Sections 11.2 and 11.3, may be admitted only with the Unanimous Approval of the Board, which approval may be granted or withheld in the sole discretion of each Director the Directors and shall may be made subject to the satisfaction of the conditions set forth in Section 12.4 and such other conditions as the Board may require. Notwithstanding the foregoing, no AB Entity may become an additional Member.
(b) Upon the admission of a substitute or an additional Member, Schedule A I annexed hereto shall be amended to reflect the revised Membership Units of the Members. No Person shall become a Member until such Person shall have become a party to, and adopted all of the terms and conditions of, this Agreement.
Appears in 2 contracts
Samples: Joint Venture Agreement (Huneeus Vintners LLC), Joint Venture Agreement (Constellation Brands, Inc.)