Common use of Substituted Member Clause in Contracts

Substituted Member. (a) An assignee of any Units or other interest in the Company (or any portion thereof), in accordance with the provisions of this Article VIII, shall become a Substituted Member entitled to all the rights of a Member with respect to such assigned interest if and only if (i) the assignor gives the assignee such right, (ii) a Supermajority Interest has granted its prior written consent to such assignment and substitution, which consent may be withheld in the sole discretion of the Members, and (iii) the assignee has agreed in writing to be bound by the provisions of this Agreement. Notwithstanding clause (ii) above, (x) any Permitted Transferee pursuant to clauses (i)-(iv) of Section 8.1(b) or any Transferee of Units as permitted or required by Article XI (other than in connection with a Terminating Event pursuant to Section 11.4) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company without the consent of the Board of Managers or the Members and (y) any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books of the Company. (c) Upon the admission of a Substituted Member, Schedule A shall be amended to reflect the name, address and Units and other interests in the Company of such Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations and responsibilities of a Member related to the Units so Transferred (including the obligation to make Required Additional Capital Contributions).

Substituted Member. (aA) An assignee of any Units or other interest in the Company (successor to all or any portion thereof), in accordance with the provisions of this Article VIII, a Membership Interest of a Member shall become a Substituted Member entitled to all in place of his assignor only upon satisfaction of the rights of a Member with respect to such assigned interest if and only if following conditions: (i) Except as otherwise provided in Section 8.03 (D) below, all of the assignor gives non- assigning Members consent to the admission of the assignee such right, as a Substituted Member; (ii) The assignor and assignee file a Supermajority Interest has granted its prior written consent to Notice or other evidence of transfer and such assignment and substitution, which consent may be withheld in the sole discretion other information reasonably required by each of the Members, including, without limitation, names, social security numbers or employer identification numbers, addresses and telephone numbers of the assignor and assignee; (iii) the The assignee has agreed in writing agrees to be bound by the provisions terms and conditions of the Certificate and this Agreement. Notwithstanding clause Agreement and executes such other documents as may be reasonably requested by the Members including without limitation, all documents necessary to comply with applicable tax and/or securities rules and regulations; and (iiiv) aboveThe assignor or assignee pays all costs and fees incurred or charged by the Company to effect the transfer and substitution, (x) any Permitted Transferee pursuant to clauses (i)-(iv) of Section 8.1(b) or any Transferee of Units as permitted or required by Article XI (other than including without limitation counsel fees in connection with any opinion the Members may determine to be prudent to obtain in connection with such transfer and substitution. (B) If an assignee of a Terminating Event pursuant to Section 11.4) shall Member does not become a Substituted Member entitled pursuant to all this Section 8.03 the assignee shall not have any rights to require any information on account of a Member with respect the Company’s business, to inspect the assigned Units or other interest Company’s books, to participate in the Company without the consent management or operation of the Board of Managers Company, or the Members and (y) any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units vote or other interest otherwise take part in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books affairs of the Company. (cC) Upon Unless named in this Agreement, or unless admitted to the admission Company as above provided in this Article VIII, no Person shall be considered a Member, and the Company, each Member, and any other Persons having business with the Company need deal only with Members so named or so admitted and shall not be required to deal with any other Person by reason of an assignment by a Member or by reason of the death of a Substituted Member, Schedule A except as otherwise provided in this Agreement. In the absence of substitution of a Member for an assigning or deceased Member, any payment to a Member or to the successors, assigns, executors, administrators or personal representatives of a Member shall be amended to reflect the name, address and Units and other interests in acquit the Company of all liability to any other Persons who may be interested in such Substituted Member and to eliminate payment by reason of an assignment by such Member, by reason of the name and address dissolution or death of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Companysuch Member, or otherwise. (dD) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest Agreement, (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of i) the obligations and responsibilities assignees of a Member related as a result of such Member’s death or total disability shall automatically become Substituted Members of the Company; and (ii) a Member of the Company and/or all assignees falling within the definition of his Family who are admitted as a Substituted Member under this Section 8.03 shall, in the aggregate, be entitled to the Units so Transferred only one (including the obligation to make Required Additional Capital Contributions)1) vote on all Company matters.

Substituted Member. (a) An assignee of any Units or other interest interests in the Company (or any portion thereof), in accordance with the provisions of this Article VIIIX, shall become a Substituted substituted Member entitled to all the rights of a Member with respect to such assigned interest if and only if (i) the assignor gives the assignee such right, (ii) a Supermajority Interest the Managing Member has granted its prior written consent to such assignment and substitution, which consent may be withheld in the sole discretion of the MembersManaging Member; provided, however, that such consent by the Managing Member shall not be required after (i) Treasury Regulations are issued in final form that would authorize the Managing Member to elect alternatively partnership or corporate status for the Company for federal income tax purposes (the "Check The Box Regulations"); (ii) the Managing Member has taken such action, if any, as may be necessary or required by the Check the Box Regulations to maintain the status of the Company as a partnership for federal income tax purposes; and (iii) the assignee has agreed in writing to be bound by the provisions of this Agreement. Notwithstanding clause (ii) above, (x) any Permitted Transferee pursuant to clauses (i)-(iv) of Section 8.1(b) or any Transferee of Units as permitted or required by Article XI (other than in connection with a Terminating Event pursuant to Section 11.4) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company without the consent of the Board of Managers or the Members and (y) any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such UnitsUnits or other interest in the Company, which assignment is consented to as required by and the Managing Member (which consent may be withheld in the Managing Member's sole discretion), is permitted pursuant to the terms and conditions of Section 10.1 ------------ and this Article VIIISection 10.3, has been received and accepted by the Managing Member and ------------ has been -26- received and accepted by the Managing Member and has been recorded on the books of the Company. (c) Upon the admission of a Substituted substituted Member, Schedule A ---------- attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such Substituted substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations and responsibilities of a Member related to the Units so Transferred (including the obligation to make Required Additional Capital Contributions).

Substituted Member. (a) An assignee of any Units or other interest in the Company (or any portion thereof), in accordance with the provisions of this Article VIII, shall Assignee that has not become a Substituted Member entitled with respect to all the Membership Interest (or portion thereof) assigned shall not have any of the rights of a Member under the Act or this Agreement with respect to such Membership Interest (or portion thereof), except that an Assignee shall be entitled to receive the share of Net Profit and Net Loss of the Company and distributions to which the assigning Member would have been entitled with respect to the Membership Interest (or portion thereof) assigned. Except as otherwise provided in this Agreement, the Assignee of a Member's Membership Interest, or any portion thereof, shall be admitted to the Company as a Substituted Member with respect to the Membership Interest (or portion thereof) assigned interest if and only if upon: (i) the assignor gives the assignee such right, (ii) a Supermajority Interest has granted its prior The written consent of the Manager to such assignment and substitutionthe admission of the Assignee as a Member, which consent may be withheld in the Manager's sole discretion discretion; (ii) The filing with the Company of a written instrument of assignment duly executed and acknowledged by the Membersassigning Member and the Assignee, and in reasonable form to effectuate such assignment; (iii) The execution and delivery by the assignee has agreed in writing Assignee of such instruments as the Manager may reasonably deem necessary to acknowledge the acceptance of and agreement by the Assignee to be subject to and bound by the provisions of this Agreement. Notwithstanding clause Agreement and the execution and delivery by the assignor and the Assignee of such other instruments as the Manager may reasonably deem necessary or desirable to effect such admission; (iiiv) above, (x) any Permitted Transferee pursuant to clauses (i)-(iv) The payment by the Assignee of Section 8.1(b) or any Transferee of Units as permitted or required all reasonable expenses and counsel fees incurred by Article XI (other than the Company in connection with a Terminating Event pursuant to Section 11.4the transaction; and (v) shall become a Substituted Member entitled to all If requested by the rights of a Member with respect Manager, the delivery to the assigned Units Company of an opinion of reputable counsel reasonably acceptable to the Manager, prepared at the assigning Member's or other interest in Assignee's expense, that the Company without the consent assignment does not cause (A) a violation of the Board Securities Act of Managers 1933, as amended from time to time, or the Members and any other applicable Federal or state securities laws; or (yB) a breach or violation of or an event of default under, or give rise to a right to accelerate any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books obligation of the Company. (cb) Upon After all of the admission of foregoing conditions have been fulfilled and the Assignee has been admitted to the Company as a Substituted Member, Schedule A the Manager shall be amended amend this Agreement without the consent of any Member to the extent the Manager determines to reflect the name, address and Units and other interests in such admission to the Company of such as a Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the CompanyMember. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations and responsibilities of a Member related to the Units so Transferred (including the obligation to make Required Additional Capital Contributions).

Substituted Member. A prospective transferee (aother than an existing Member) An assignee of any Units or other interest in the Company (or any portion thereof), in accordance with the provisions of this Article VIII, shall become a Substituted Member entitled to all the rights of Membership Interest may be admitted as a Member with respect to such assigned interest if and Membership Interest (“Substituted Member”) only if (i1) on a Unanimous Vote in favor of the assignor gives the assignee such rightprospective transferee’s admission as a Member, (ii2) on such prospective transferee’s execution of a Supermajority Interest has granted its counterpart of this Agreement as a Party hereto, (3) on the Manager’s receipt of a duly executed and acknowledged written instrument of Transfer, being either a certificate evidencing the interest in the Company owned by the transferring Member prior written consent to such assignment and substitutionTransfer or some other instrument approved by the Manager, which consent may be withheld in setting forth the sole discretion intention of the Memberstransferring Member that the transferee become a Substituted Member in its place, and (iii4) on the assignee has agreed in writing execution of such additional documents and instruments by the transferee as the Manager may reasonably require to confirm the transferee as a Substituted Member and the transferee’s agreement to be bound by the provisions terms and conditions hereof. Any prospective transferee of this Agreement. Notwithstanding clause (ii) abovea Membership Interest shall be deemed an Assignee, (x) any Permitted Transferee pursuant to clauses (i)-(iv) and, therefore, the owner of Section 8.1(b) or any Transferee of Units only an Economic Interest until such prospective transferee has been admitted as permitted or required by Article XI (other than in connection with a Terminating Event pursuant to Section 11.4) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest Member. Except as otherwise permitted in the Company without the consent of the Board of Managers or the Members and (y) Act, any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company such Assignee shall be entitled only to treat the record owner of any Units or other interest in the Company as the absolute owner thereof receive allocations and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books of the Company. (c) Upon the admission of a Substituted Member, Schedule A shall be amended to reflect the name, address and Units and other interests in the Company of such Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations such Membership Interest and responsibilities shall have no right to Vote or exercise any rights of a Member related until such Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted Member, the transferring Member will continue to be a Member and to have the power to exercise any rights and powers of a Member under this Agreement, including the right to Vote in proportion to the Units so Transferred (including Voting Interest that the obligation to make Required Additional Capital Contributions)transferring Member would have had in the event that the Transfer had not been made.

Substituted Member. (a) An assignee of any Units or other interest interests in the Company (or any portion thereof), in accordance with the provisions of this Article VIIIX, --------- shall become a Substituted substituted Member entitled to all the rights of a Member with respect to such assigned interest if and only if (i) the assignor gives the assignee such right, (ii) a Supermajority Interest the Managing Member has granted its prior written consent to such assignment and substitution, which consent may be withheld in the sole discretion of the MembersManaging Member; provided, however, that such consent -------- ------- by the Managing Member shall not be required after (i) Treasury Regulations are issued in final form that would authorize the Managing Member to elect alternatively partnership or corporate status for the Company for federal income tax purposes (the "Check The Box Regulations"); (ii) the ------------------------- Managing Member has taken such action, if any, as may be necessary or required by the Check the Box Regulations to maintain the status of the Company as a partnership for federal income tax purposes; and (iii) the assignee has agreed in writing to be bound by the provisions of this Agreement. Notwithstanding clause (ii) above, (x) any Permitted Transferee pursuant to clauses (i)-(iv) of Section 8.1(b) or any Transferee of Units as permitted or required by Article XI (other than in connection with a Terminating Event pursuant to Section 11.4) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company without the consent of the Board of Managers or the Members and (y) any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such UnitsUnits or other interest in the Company, which assignment is consented to as required by and the Managing Member (which consent may be withheld in the Managing Member's sole discretion), is permitted pursuant to the terms and conditions of Section 10.1 ------------ and this Article VIIISection 10.3, has been received and accepted by the Managing Member and ------------ has been recorded on the books of the Company. (c) Upon the admission of a Substituted substituted Member, Schedule A ---------- attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such Substituted substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations and responsibilities of a Member related to the Units so Transferred (including the obligation to make Required Additional Capital Contributions).

Substituted Member. A prospective transferee (aother than an existing Member) An assignee of any Units or other interest in the Company (or any portion thereof), in accordance with the provisions of this Article VIII, shall become a Substituted Member entitled to all the rights of Membership Interest may be admitted as a Member with respect to such assigned Membership Interest (“Substituted Member”) only (a) on a Unanimous Vote in favor of the prospective transferee’s admission as a Member; (b) on such prospective transferee’s execution of a counterpart of this Agreement as a Party hereto; (c) on the Manager’s receipt of a duly executed and acknowledged written instrument of Transfer, being either a certificate evidencing the interest if and only if (i) in the assignor gives Company owned by the assignee such right, (ii) a Supermajority Interest has granted its transferring Member prior written consent to such assignment and substitutionTransfer or some other instrument approved by the Manager, which consent may be withheld in setting forth the sole discretion intention of the Memberstransferring Member that the transferee become a Substituted Member in its place, and; (d) on the execution of such additional documents and (iii) instruments by the assignee has agreed in writing transferee as the Manager may reasonably require to confirm the transferee as a Substituted Member and the transferee’s agreement to be bound by the provisions terms and conditions hereof. Any prospective transferee of this Agreement. Notwithstanding clause (ii) abovea Membership Interest shall be deemed an Assignee, (x) any Permitted Transferee pursuant to clauses (i)-(iv) and, therefore, the owner of Section 8.1(b) or any Transferee of Units only an Economic Interest until such prospective transferee has been admitted as permitted or required by Article XI (other than in connection with a Terminating Event pursuant to Section 11.4) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest Member. Except as otherwise permitted in the Company without the consent of the Board of Managers or the Members and (y) Act, any Permitted Transferee pursuant to clauses (v)-(vii) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Units or other interest in the Company with the consent of a Supermajority Interest, which consent shall not be unreasonably withheld. (b) The Company such Assignee shall be entitled only to treat the record owner of any Units or other interest in the Company as the absolute owner thereof receive allocations and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books of the Company. (c) Upon the admission of a Substituted Member, Schedule A shall be amended to reflect the name, address and Units and other interests in the Company of such Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Supermajority Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its Units, whether or not permitted hereunder, shall remain liable under this Agreement with respect to all of the obligations such Membership Interest and responsibilities shall have no right to Vote or exercise any rights of a Member related until such Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted Member, the transferring Member will continue to be a Member and to have the power to exercise any rights and powers of a Member under this Agreement, including the right to Vote in proportion to the Units so Transferred (including Voting Interest that the obligation to make Required Additional Capital Contributions)transferring Member would have had in the event that the Transfer had not been made.