Substitution of a Member. (a) A transferee of Units who satisfies the requirements of Sections 11.6 and 11.7 to become a Member shall succeed to all of the rights and interest of its transferor in the Company. A transferee of a Member who does not satisfy such conditions shall not have any right to vote, shall be entitled only to the distributions to which its transferor otherwise would have been entitled and shall have no other right to participate in the management of the business and affairs of the Company or to become a Member, and the approval of such transferee shall not be required for any Major Decision.
Substitution of a Member. (a) No transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall become a substitute Member without the written consent of all of the Members, which consent may be withheld in the sole discretion of each Member. A transferee of a Member who receives unanimous consent to become a Member shall succeed to all the rights and interest of his transferor in the Company. A transferee of a Member who does not receive unanimous consent to become a Member shall be entitled only to the distributions to which his transferor would otherwise be entitled and shall have no right to participate in the management of the business and affairs of the Company or to become a Member.
Substitution of a Member. (a) Except as provided in Section 8.5(c) or with respect to any Transfer permitted by Sections 8.3 or 8.4, no transferee (by conveyance, foreclosure, operation of Law or otherwise) of all or any portion of an Interest shall become a substituted Member without the unanimous approval of the Management Committee, which approval may be withheld in the sole discretion of each Representative. A transferee of an Interest that receives unanimous approval to become a Member shall succeed to all of the rights and interest of its transferor in the Company. A transferee of a Member that does not receive unanimous approval to become a Member shall not become a Member and shall have no rights under this Agreement or the Act applicable to a Member.
Substitution of a Member. A transferee of a Membership Interest shall be admitted as a Substitute Member and admitted to all the rights of the Transferor upon the satisfaction of the conditions set forth in Section 12.02. If so admitted, the Substitute Member shall have all the rights and powers, and be subject to all the restrictions on and liabilities of, the Transferor. In addition, the Substitute Member is liable for the obligations of the Transferor to make an Initial Capital Contribution or Additional Capital Contributions, if any. The admission of a Substitute Member shall not release the Transferor from any liability to the Company that may have existed prior to the Transfer of the Membership Interest to the Substitute Member.
Substitution of a Member. (a) No assignee, legatee, or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall have the right to become a sub- stituted Member without the written consent of Members other than the assignor, legator or transferor, as the case may be, having a Sharing Ratio of more than 50%. The granting or denial of a request for such written consent shall be within the absolute discretion of each Member. A substituted Member shall succeed to all the rights and interest of its assignor in the Company. An assignee of a Member that is not admitted as a Member shall be entitled only to the distributions to which its assignor would otherwise be entitled.
Substitution of a Member. No Assignee (by conveyance, operation of law or otherwise) has the right to become a substituted Member without the consent of the [Members] [Managers]. The granting or denial of a request for such written consent is within the absolute discretion of the [Members] [Managers]. When admitted, a substituted Member succeeds to all the Membership Rights of the Member/assignor. An Assignee is entitled only to the Capital Account and the distributions to which the Member/assignor would have been entitled.
Substitution of a Member. (a) No assignee, legatee, or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall have the right to become a substituted Member without the written consent of Members having a Sharing Ratio of more than 50%; provided, that ADMI hereby consents to UST becoming a substitute Member upon the transfer of Qwest's Class A Units to UST. The granting or denial of a request for such written consent shall be within the absolute discretion of each Member. A substituted Member shall succeed to all the rights and interest of its assignor in the Company. An assignee of a Member that is not admitted as a Member shall be entitled only to the distributions to which its assignor would otherwise be entitled.
Substitution of a Member. No Transfer of an Interest pursuant to Section 9.2 or 9.4 of this Agreement shall be effective until the transferee has delivered to each of the other Members a written instrument reasonably satisfactory to counsel for such Members, whereby it (I) accepts, and agrees to be bound by, the terms and provisions of this Agreement, (II) assumes all of the liabilities and obligations of the transferor as a Member hereunder theretofore or thereafter incurred pursuant to this Agreement and attributable to the Interest transferred to it, and (III) represents and warrants that it has the capability and authorizations necessary to satisfy all of the obligations hereunder being assumed by it, financial and otherwise. Upon effectiveness of the transfer, the transferee shall become a "SUBSTITUTED MEMBER" and a party to this Agreement, the respective Interest of the transferor shall be reduced accordingly, and the transferor shall be relieved of all liabilities and obligations as a Member hereunder attributable to the acquired Interest of the transferee.
Substitution of a Member. (a) Except as provided in Section 8.5(c), no transferee (by conveyance, foreclosure, operation of Law or otherwise) of all or any portion of an Interest shall become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. A transferee of an Interest that receives unanimous approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (b) Except as provided in Section 8.5(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the rights and interests of his predecessor in the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member. (c) Notwithstanding Sections 8.5(a) and (b), subject to compliance with Sections 8.3, 8.5(d), 8.6 and 8.7, a transferee of all or a portion of an Interest in connection with a Permitted Transfer or in connection with the foreclosure or transfer in lieu of foreclosure of a Permitted Interest Encumbrance shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee. (d) No Transfer of any interest in the Company otherwise permitted under this Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest Transferred, and shall have agreed to be bound by all the terms and conditions of this Agreement, by written instrument in form and substance reasonab...
Substitution of a Member. (a) Any transferee of a Membership Interest with respect to a Transfer that is permitted hereunder shall, subject to compliance with Sections 14.7(b), 14.8 and 14.9, automatically be admitted to the Company as a Member. No transferee of a Membership Interest with respect to a Transfer that is not permitted hereunder shall become a substituted Member without the written consent of the Representatives of the non-transferring Member, which consent may be withheld in the sole discretion of such Representatives. A permitted transferee of a Membership Interest or a transferee of a Membership Interest who receives the requisite consent to become a Member shall succeed to all of the rights and interest of its transferor in the Company. A transferee with respect to a Transfer that is not permitted and who does not receive the requisite consent to become a Member shall not have any right to be admitted to the Company as a Member, shall be entitled only to the allocations and distributions to which its transferor otherwise would have been entitled and shall have no other right to participate in the management of the business and affairs of the Company or to become a Member.
