Common use of Substituted Member Clause in Contracts

Substituted Member. A permitted transferee of any Member’s Interest shall be admitted to the Company as a Substituted Member upon satisfaction of the following conditions: (a) Filing with the Company an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not result in a violation of the Texas Limited Liability Company Act or any applicable state or province "blue sky" (collectively, "Securities Laws"); (b) Filing with the Company a duly executed and acknowledged written instrument of assignment in a form approved by the Manager, which approval shall not be unreasonably withheld, specifying the Member’s percentage being transferred and setting for the intention of the transferor that the permitted transferee succeed to the transferor Membership Interest (or the portion thereof) as a Member; (c) Filing with the Manager any and all documents requested by Manager to allow Manager to assess the qualifications of the transferee; (d) Execution, acknowledgement and delivery by the transferor and transferee of any other instruments reasonably required by the Manager, including an agreement of the permitted transferee to be bound by the provisions of this Agreement; and

Appears in 4 contracts

Samples: Operating Agreement (ILS Fixed Horizon LLC), Operating Agreement (ILS Fixed Horizon LLC), Operating Agreement (ILS Fixed Horizon LLC)

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Substituted Member. A permitted transferee of any Member’s Interest shall be admitted to the Company as a Substituted Member upon satisfaction of the following conditions: (a) Filing with the Company an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not result in a violation of the Texas Arkansas Limited Liability Company Act or any applicable state or province "blue sky" (collectively, "Securities Laws"); (b) Filing with the Company a duly executed and acknowledged written instrument of assignment in a form approved by the Manager, which approval shall not be unreasonably withheld, specifying the Member’s percentage being transferred and setting for the intention of the transferor that the permitted transferee succeed to the transferor Membership Interest (or the portion thereof) as a Member; (c) Filing with the Manager any and all documents requested by Manager to allow Manager to assess the qualifications of the transferee; (d) Execution, acknowledgement and delivery by the transferor and transferee of any other instruments reasonably required by the Manager, including an agreement of the permitted transferee to be bound by the provisions of this Agreement; and (e) Manager approval.

Appears in 4 contracts

Samples: Operating Agreement (Rockstar Capital Group, LLC), Operating Agreement (Rockstar Capital Group, LLC), Operating Agreement (Rockstar Capital Group, LLC)

Substituted Member. A permitted transferee of any Member’s Interest shall be admitted to the Company Fund as a Substituted Member upon satisfaction of the following conditions: (a) Filing with the Company Fund an opinion of counsel reasonably satisfactory to the Company Fund that the proposed sale, transfer or disposition does not result in a violation of the Texas Limited Liability Company Act or any applicable state or province "blue sky" (collectively, "Securities Laws"); (b) Filing with the Company Fund a duly executed and acknowledged written instrument of assignment in a form approved by the Manager, which approval shall not be unreasonably withheld, specifying the Member’s percentage being transferred and setting for the intention of the transferor that the permitted transferee succeed to the transferor Membership Interest (or the portion thereof) as a Member; (c) Filing with the Manager any and all documents requested by Manager to allow Manager to assess the qualifications of the transferee; (d) Execution, acknowledgement and delivery by the transferor and transferee of any other instruments reasonably required by the Manager, including an agreement of the permitted transferee to be bound by the provisions of this Agreement; and

Appears in 2 contracts

Samples: Operating Agreement (Tuscan Gardens Secured Income Fund LLC), Operating Agreement (Tuscan Gardens Secured Income Fund LLC)

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Substituted Member. A permitted transferee of any Member’s 's Interest * shall be admitted to the Company Fund as a Substituted Member upon satisfaction of * the following conditions: (a) Filing with the Company Fund an opinion of counsel reasonably satisfactory to * the Company Fund that the proposed sale, transfer or disposition does not result in * a violation of the Texas Limited Liability Company Act or any applicable state or province "blue sky" * (collectively, "Securities Laws"); (b) Filing with the Company Fund a duly executed and acknowledged written instrument * of assignment in a form approved by the Manager, which approval shall not be * unreasonably withheld, specifying the Member’s 's percentage being transferred * and setting for the intention of the transferor that the permitted transferee * succeed to the transferor Membership Interest (or the portion thereof) as a * Member; (c) Filing with the Manager any and all documents requested by Manager to * allow Manager to assess the qualifications of the transferee; (d) Execution, acknowledgement and delivery by the transferor and transferee * of any other instruments reasonably required by the Manager, including an * agreement of the permitted transferee to be bound by the provisions of this * Agreement; and

Appears in 1 contract

Samples: Operating Agreement (Tuscan Gardens Secured Income Fund LLC)

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