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.
(b) 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 and shall not have any right to participate in the management of the business and affairs of the Company without the written consent of all of the other Members as provided in Section 13.6(a).
(c) No transfer of any interest in the Company otherwise permitted under this Agreement 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 hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the Managers. Without limiting the foregoing, any transferee (including but not limited to a transferee under Sections 13.2, 13.5 and 13.6(b)) that has not become a substituted Member shall nonetheless be bound by the provisions of this Article XIII with respect to any subsequent transfer. Upon admission of the transferee as a substitute member, the transferor shall have no further obligations under this Agreement with respect to that portion of its interest transferred to the transferee.
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.
(b) 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 satisfying the conditions of Sections 11.6 and 11.
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.
(b) If a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same rights and obligations that such Member would have had if it had not been dissolved, merged or consolidated, except that the successor shall not become a substituted Member without the prior written consent of Members having a Sharing Ratio of more than 50%.
(c) As conditions to its substitution as a Member (a) any successor of a Member shall execute and deliver such instruments, in form and substance satisfactory to the Management Committee, as the Management Committee shall deem necessary, and (b) such successor shall pay all reasonable expenses in connection with its admission as a substituted 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.
Substitution of a Member. In order for any Person not already a Member of the Company to be admitted as a Member pursuant to a Transfer (including a permitted transfer pursuant to Section 10.2) of Membership Interests, such Person shall have agreed to be bound by all the terms and conditions of this Agreement, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the Manager. Upon the amendment of the Schedule 1 by the Manager and the satisfaction of any other applicable conditions, such Person shall be admitted as a Member, shall be a party hereto, shall be deemed listed as such on the books and records of the Company, and thereupon shall be issued his, her, or its Membership Interests.
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. 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. 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 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 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
