Common use of Substituted Members Clause in Contracts

Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company to which such transferor Member is a party and (ii) such transferee assumes and agrees to be bound, by written instrument satisfactory to the Board pursuant to Section 8.l(b)(viii), all the rights, powers, restrictions, duties and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions, duties and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (New Mountain Finance AIV Holdings Corp), Joinder (New Mountain Finance AIV Holdings Corp), Joinder (New Mountain Finance Corp)

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Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumes and agrees to be boundassumes, by written instrument satisfactory to the Board Company pursuant to Section 8.l(b)(viii)8.l(b)(ix) above, all the rights, powers, restrictions, duties rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions, duties restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Company. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1. (c) In the event of a Transfer by KRH, the transferee shall not have the rights and powers of KRH under this Agreement unless the transferee is a Permitted Transferee of KRH prior to and following the Transfer.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (RHI Entertainment, Inc.), Limited Liability Company Operating Agreement (RHI Entertainment, Inc.), Limited Liability Company Operating Agreement (RHI Entertainment, Inc.)

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Substituted Members. (a) No Member shall have the right to substitute a transferee as a Member in his or her place with respect to any Units or other Equity Interests in the Company so Transferred (including any transferee permitted by Section 8.1) unless (i) such Transfer is made in compliance with the terms of this Agreement and any other agreements with the Company or other Members to which such transferor Member is a party and (ii) such transferee assumes and agrees to be boundassumes, by operation of law or by written instrument satisfactory to the Board Company pursuant to Section 8.l(b)(viii)8.l(b)(ix) above, all the rights, powers, restrictions, duties rights and powers and is subject to all the restrictions and liabilities that were applicable to the transferor by virtue of the transferor’s ownership of the Units or other Equity Interests in the Company being Transferred. (b) Except as provided in Section 8.2(c) and otherwise in this Agreement, a A transferee who has been admitted as a Member in accordance with Section 8.2(a) shall have all the rights and powers and be subject to all the restrictions, duties restrictions and liabilities of a Member under this Agreement holding the same Units or other Equity Interests in the Companytransferred thereto. The admission of any transferee as a Member shall be subject to the provisions of Section 3.1.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Regal Entertainment Group)

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