Common use of Substitution of Members Clause in Contracts

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Section 7.1 and 7.2 hereof are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes), (ii) the Assignee executes a written instrument satisfactory to the Managers accepting and adopting the terms of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her admission as a substitute Member. The admission of an Assignee as a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Samples: Operating Agreement (Titan Corp), Operating Agreement (L-3 Communications InfraredVision Technology CORP)

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Substitution of Members. An Assignee of a Membership Interest ----------------------- shall have the right to become a substitute Member only if (i) the requirements of Section 7.1 and 7.2 hereof 6.1 are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes)met, (ii) the Assignee executes a written an instrument reasonably satisfactory to the Managers a Majority Interest accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her the Assignee's admission as a substitute new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

Substitution of Members. An Assignee of a Membership Interest shall ----------------------- have the right to become a substitute Member only if (i) the requirements of Section Sections 7.1 and 7.2 hereof are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes)requirements hereof are met, (ii) the Assignee executes a written an instrument satisfactory to the Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her admission as a substitute new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Samples: Operating Agreement (Auto Marketing Network Inc), Operating Agreement (Franchise Mortgage Acceptance Co)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Section Sections 7.1 and 7.2 relating to consent of the Manager and securities and tax requirements hereof are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes)met, (ii) the Assignee executes a written an instrument satisfactory to the Managers Manager accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her admission as a substitute new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Samples: Operating Agreement (Freedom Securities Corp /De/), Operating Agreement (Freedom Securities Corp /De/)

Substitution of Members. (a) An Assignee of a Membership Interest shall have the right to become a substitute Member only if if: (i) the requirements of Section 7.1 Sections 8.1 and 7.2 hereof 8.2 are met (relating to unanimous consent of Members, compliance with securities laws met; and non-termination of the Company for tax purposes), (ii) the Assignee executes a written an instrument reasonably satisfactory to the Managers Members accepting and adopting the terms and provisions of this Agreement, and (iii) Agreement as such were applicable to the Assignee pays any and all reasonable costs or expenses in connection with his or her admission as a substitute Membertransferring Member at the time of transfer. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vince Holding Corp.)

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Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Section Sections 7.1 and 7.2 relating to consent of the Manager and securities and tax requirements hereof are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes), (ii) the Assignee executes a written an instrument satisfactory to the Managers Manager accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection connect:ion with his or her admission as a substitute new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Samples: Operating Agreement (Freedom Securiteis Corp /De/)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Section 7.1 Sections 8.1 and 7.2 hereof 8.2 are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes)met, (ii) the Managers have consented to such substitution in their sole and absolute discretion, (iii) the Assignee executes a written an instrument satisfactory to the Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her such Assignee’s admission as a substitute new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Akorn Inc)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if if: (i) the requirements of Section 7.1 Sections 8.1 and 7.2 8.2 relating to approval of the Manager, and the securities and tax requirements hereof are met (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes), met; (ii) the Assignee executes a written an instrument reasonably satisfactory to the Managers Members accepting and adopting the terms and provisions of this Agreement, Agreement as such were applicable to the transferring Member at the time of transfer; and (iii) the Assignee pays any and all reasonable costs or expenses in connection with his or her its admission as a substitute Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (XCel Brands, Inc.)

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