Substitution as Member. From and after the Effective Date, Assignee shall be substituted for Assignor as a member of the Company with respect to the Assigned Interests and shall become the sole member of the Company, and Assignor shall cease to be a member of the Company and shall cease to have or exercise any right or power as a member thereof or with respect to the Assigned Interests. Notwithstanding anything in the Company’s organizational documents to the contrary, the consummation of the transactions contemplated by this Assignment shall not cause the dissolution of the Company, and the Company’s business shall continue from and after the Effective Date.
Substitution as Member. From and after the date hereof, the Assignee shall be substituted for the Assignor as a member of the Company with respect to the Contributed Interests conveyed, transferred and assigned to the Assignee pursuant to Section 1 of this Assignment.
Substitution as Member. From and after the Effective Date, Assignee shall be substituted for Assignor as a member of Antero Water and shall become the sole member of Antero Water. From and after the Effective Date, Assignor shall cease to be a member of Antero Water and to have or exercise any right or power as a member of Antero Water or with respect to the Conveyed Interests. The Parties agree that the assignment of the Conveyed Interests, the admission of Assignee as a substitute member of Antero Water and the cessation of Assignor as a member of Antero Water shall not dissolve Antero Water and the business of Antero Water shall continue, notwithstanding any provision of the Organizational Documents of Antero Water to the contrary.
Substitution as Member. From and after the Closing, the Assignee shall be substituted for the Assignor as a member of VEX with respect to the Contributed Interests and shall become the sole member of VEX. From and after the Closing, the Assignor shall cease to be a member of VEX and to have or exercise any right or power as a member of VEX or with respect to the Contributed Interests.
Substitution as Member. Upon execution and delivery of this Assignment, Assignor shall have withdrawn as a member of Property Owner and Assignee shall thereafter be admitted as a substituted member of Property Owner.
Substitution as Member. This Assignment is intended to, and shall constitute, the conveyance of all right, title and interest of Assignor in the Company and upon execution and delivery of this Assignment, Assignor shall have withdrawn as a member of the Company and Assignee shall thereafter be admitted as a substituted member of the Company, as the sole member thereof for all purposes.
Substitution as Member. From and after the Closing under the Contribution Agreement (the “Effective Time”), Acquirer shall be substituted for Contributor as the sole member of the Company with respect to the Purchased Interests. From and after the Effective Time, Contributor shall and does hereby withdraw from the Company as a member, ceases to be a member of the Company and ceases to have or exercise any right or power as a member of the Company.
Substitution as Member. A transferee of any part of a Member’s Interest in the Company pursuant to this Section 10 shall become a substituted Member, as the case may be, only if the transfer is permitted by Section 10.1, and only if such transferee elects to become a substituted Member, as the case may be, and executes, acknowledges and delivers to the Company such other instruments as the Manager may deem necessary or advisable in its sole and absolute discretion to effect the admission of such transferee as a substituted Member, as the case may be, including, without limitation, the written acceptance and adoption by such transferee of the provisions of this Agreement and an executed REIT Power of Attorney, and upon such other conditions as the Manager shall deem appropriate, including adjustments to rights, dividends and distributions. Except as determined by the Manager in its sole and absolute discretion: (i) any purported transfer of an interest in the Company in violation of this Section 10 shall be null and void as against the Company and the other Members and shall not be recognized or duly reflected in the official books and records of the Company; and (ii) no assignment by a Member of its interest in the Company shall be effective or release the assignor from its obligations to the Company except as determined by the Manager in its sole and absolute discretion.
Substitution as Member. As of the Contribution Date, immediately following the actions taken pursuant to Section 1 hereto, as specified in the order below:
a. VB Annex LP consents to, and OP will become, the sole member of the Company pursuant to the VB Annex LP Contribution;
b. Upon the effectiveness of the VB Annex LP Contribution, OP confirms and agrees that it shall be deemed to be the sole member of the Company and, to be a party to, and be bound by the terms and conditions of the operating agreement of the Company, as may be amended, restated or supplemented from time to time (the “Operating Agreement”), as if it were named as a member therein;
c. Upon the effectiveness of the VB Annex LP Contribution, VB Annex LP shall, to the fullest extent permitted by Delaware law, be relieved of all obligations under the Operating Agreement, except for any obligations arising, or relating to events occurring, prior to the effectiveness of the VB Annex LP Contribution;
d. OP consents to, and Holdings will become, the sole member of the Company pursuant to the OP Contribution;
e. Upon the effectiveness of the OP Contribution, Holdings confirms and agrees that it shall be deemed to be the sole member of the Company and, to be a party to, and be bound by the terms and conditions of the Operating Agreement, as if it were named as a member therein; and
f. Upon the effectiveness of the OP Contribution, OP shall, to the fullest extent permitted by Delaware law, be relieved of all obligations under the Operating Agreement.
Substitution as Member. From and after the Closing, but effective for all purposes as of the Effective Time, Assignee shall be substituted for Assignor as a member of CONE Gathering with respect to the CONE Interests. From and after the Closing, but effective for all purposes as of the Effective Time, Assignor shall and does hereby withdraw from CONE Gathering as a member, cease to be a member of CONE Gathering and cease to have or exercise any right or power as a member of CONE Gathering or with respect to the CONE Interests.
