Substitute Unitholders. If a Unitholder Transfers Units in a Transfer permitted by this Agreement or a Management Equity Agreement (if applicable), then, subject to Article X, the Transferee will become a Substitute Unitholder on the effective date of such Transfer or, if specified by the Board, such later date as of which the Board approves such Transferee’s admission as a Substitute Unitholder. The Board will reflect the admission of a Substitute Unitholder on the Company’s books and records.
Substitute Unitholders. No Unitholder shall have the right to designate an assignee of Units as a substitute Unitholder. No assignee of Units shall have the rights, powers and obligations of a Unitholder under this Agreement (including, without limitation, any right to vote on any matter) unless each Unitholder consents to the admission of the proposed assignee as a Unitholder. An assignment of a Unit entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled to the extent assigned.
Substitute Unitholders. Notwithstanding anything to the contrary contained in this Agreement, an assignee of a Unit shall have the right to become a substituted Unitholder (a “Substituted Unitholder”) in the Company only if (1) the consent of the Managing Unitholder has been obtained (which consent may be granted or withheld in the sole and absolute discretion of the Managing Unitholder, except that such consent shall be granted in the case of a transfer permitted by the proviso in Section 5.1 hereof), (2) the assignor so provides in an instrument of assignment, (3) the assignee agrees in writing to be bound by the terms of this Agreement, and (4) the assignee pays the reasonable costs incurred by the Company in preparing and recording any necessary amendments to this Agreement and the Certificate of Formation, unless waived by the Managing Unitholder. The foregoing requirements shall be deemed satisfied with respect to Transfers of Class A Units to HPAC pursuant to Section 6.1 hereof, and HPAC shall be admitted to the Company as a Substituted Unitholder.
Substitute Unitholders. (a) Subject to Section 10.8(b), a transferee of an Interest shall have the right to become a Substitute Unitholder only if (i) the requirements of this Article 10 are met; (ii) at least a majority of the Managers consent to admission of the transferee as a Substitute Unitholder; (iii) such Person executes an instrument satisfactory to the Company and the Managers accepting and adopting the terms and provisions of this Agreement; (iv) such Person satisfies the requirements of any investment adviser, broker- dealer or other law or registration requirement applicable to the Company; and (v) such Person pays any reasonable expenses in connection with his or her admission as a Substitute Unitholder.
