Substitution of Assignee. Except as otherwise permitted herein, no Transferee of the whole or any portion of a Member’s interest in the Company shall have the right to be admitted to the Company and become a Member unless and until all of the Members in their absolute discretion consent and all of the following conditions are satisfied: (a) the Transferor and Transferee execute and acknowledge a written instrument of assignment, together with such other instruments as the Members may deem necessary or desirable to effect the admission of the Transferee as a substitute Member; and (b) an instrument specifically Transferring such interest, signed by both assignor and assignee, shall be filed with the remaining Member, and until such instrument is so filed, the Company shall not recognize any Transfer of interest for the purposes of making payments of profits, income or any other distribution with respect to such interest.
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Samples: Limited Liability Company Agreement (Behringer Harvard Opportunity REIT I, Inc.), Limited Liability Company Agreement (Behringer Harvard Opportunity REIT I, Inc.), Limited Liability Company Agreement (Behringer Harvard Opportunity REIT I, Inc.)