Common use of Substituted Members Clause in Contracts

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Managing Member may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Managing Member may require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Managing Member may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.411.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance reasonably satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement and the Investor Rights Agreement, (ii) a counterpart signature page to this Agreement and the Investor Rights Agreement executed by such Assignee, (iii) Consent by Spouse, if applicable, Spouse and (iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Managing Member may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.410.3(a). The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Managing Member may require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee of its Membership Interests, in whole or in part, as a Member, other than a Permitted Transferee as a Non-Managing Member in its placeTransferee. A transferee of the interest of a Non-Managing Member any Member’s Membership Interests may be admitted as a Substituted Member only with the prior written consent of the Managing MemberBoard of Managers; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing MemberBoard of Managers, subject to compliance with the last sentence of this Section 10.411.4(a). The failure or refusal by the Managing Member Board of Managers to permit a transferee of any such interests Membership Interests to become a Substituted Member shall not give rise to any cause of action against the Company Company, the Board of Managers or any member of the Managing MemberParent Corporation Group. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with Board of Managers (i) evidence of acceptance, in form and substance satisfactory to the Managing MemberBoard of Managers, of all the terms, conditions and applicable obligations of this Agreementhereof, (ii) a counterpart signature page to this Agreement hereto executed by such Assignee, (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Managing Member Board of Managers may require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Managing Member may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.411.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance reasonably satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement and the Registration Rights Agreement, (ii) a counterpart signature page to this Agreement and the Registration Rights Agreement executed by such Assignee, (iii) Consent by Spouse, Spouse (if applicable, ) and (iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Managing Member may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.411.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or Company, the Managing Member, or PubCo. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance reasonably satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement and the Investor Rights Agreement, (ii) a counterpart signature page to this Agreement and the Investor Rights Agreement executed by such Assignee, (iii) Consent by Spouse, if applicable, Spouse and (iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the interest of a Non-Member pursuant to a Transfer consented to by the REIT Managing Member pursuant to Section ‎9.03(a) may be admitted as a Substituted Member only with the consent of the REIT Managing Member; provided, however, that which consent may be given or withheld by the REIT Managing Member in its sole and absolute discretion. A transferee of the interest of a Member to a Permitted Transferee shall be admitted as a Substituted Member pursuant to a provided that such Permitted Transfer without the consent of the Managing Member, subject to compliance Transferee complies with the last sentence provisions of this Section 10.4clauses (i), (ii) and (iii) below. The failure or refusal by the REIT Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the REIT Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the REIT Managing Member with (i) evidence of acceptance, in form and substance satisfactory to the REIT Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the REIT Managing Member may require Member, to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of the limited liability company interest of a Non-Managing Member in accordance with Section 13.2 may be admitted as a Substituted Member only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall which consent may be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of given or withheld by the Managing Member, subject to compliance with the last sentence of this Section 10.4Member in its sole and absolute discretion. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing MemberCompany. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, including the power of attorney granted in Section 2.4, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as may be required or advisable, as determined by the Managing Member may require Member, to effect such Assignee’s admission as a Substituted Member. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A. A transferee of the interest of a Non-Managing Member may shall be admitted as a Substituted Member only with the consent of the Managing Member, which may be withheld in its sole and absolute discretion; provided, however, that a Permitted Transferee that is a past or present employee of any of the Company, CLNY, CLNS, or any of their Subsidiaries, CC, CCH or Colony Realty Partners, LLC shall be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with (i) evidence of acceptance, in form and substance satisfactory to the Managing MemberCLNS, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Managing Member may require to effect such Assignee’s admission as a Substituted Member.

Substituted Members. (a) No Non-Managing Member shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its place. A transferee of all or a portion of the interest of a Non-Managing Member may will be admitted as a Substituted Member only with the consent of the Managing MemberManager; provided, however, that a Permitted Transferee shall may be admitted as a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the last sentence of this Section 10.4Manager. The failure or refusal by the Managing Member Manager to permit a transferee of any such interests (other than a Permitted Transferee pursuant to a Permitted Transfer) to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing MemberManager. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member with Manager (i) evidence of acceptance, in form and substance satisfactory to the Managing MemberManager, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Managing Member Manager may reasonably require to effect such Assignee’s admission as a Substituted Member.