Common use of Substitution of Members Clause in Contracts

Substitution of Members. A transferee of a Membership Interest will have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and securities and tax requirements of this Agreement are met, (ii) such Person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such Person pays any reasonable expenses in connection with his, her or its admission as a new Member. The admission of a substitute Member will not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Provision Holding, Inc.)

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Substitution of Members. A Except as provided in Section 7.2, a transferee of a Membership Interest will shall not have the right to become a substitute Member only if until each of the following is true: (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and securities and tax requirements of this Agreement Section 7.1.1 are met, satisfied; (ii) such Person executes an instrument satisfactory to the Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (iii) such Person pays any reasonable out-of-pocket expenses of the Company in connection with his, her or its such Person's admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Charter Communications Inc /Mo/

Substitution of Members. A Except as provided in Section 7.2, a transferee of a Membership Interest will shall not have the right to become a substitute Member only if until each of the following is true: (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and securities and tax requirements of this Agreement Section 7.1.1 are met, satisfied; (ii) such Person executes an instrument satisfactory to the Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (iii) such Person pays any reasonable expenses in connection with his, her or its such Person's admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)

Substitution of Members. A transferee of a Membership Interest will shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members Managers and a Majority in Interest of the Members, securities and tax requirements of this Agreement hereof are met, (ii) such Person executes an instrument satisfactory to the Members Managers accepting and adopting the terms and provisions of this Agreement, and (iii) such Person person pays any reasonable expenses in connection with his, her or its such Member’s admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 1 contract

Samples: Operating Agreement (ARAMARK FHC Kansas, Inc.)

Substitution of Members. A Except as provided in Section 7.2, a transferee of a Membership Interest will shall not have the right to become a substitute Member only if until each of the following is true: (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and securities and tax requirements of this Agreement Section 7.1.1 are met, satisfied; (ii) such Person executes an instrument satisfactory to the Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (iii) such Person pays any reasonable out-of-pocket expenses of the Company in connection with his, her or its such Person’s admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/)

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Substitution of Members. A Notwithstanding any provision to the contrary in this Agreement, a transferee of a Membership Interest will shall not have the right to become a substitute Member only if until each of the following is true: (ia) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and securities and tax requirements of this Agreement Section 7.1.1 are met, satisfied; (iib) such Person executes an instrument satisfactory to the Class B Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (iiic) such Person pays any reasonable out- of-pocket expenses of the Company in connection with his, her or its such Person’s admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/)

Substitution of Members. A transferee of a Membership Interest will shall ----------------------- have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to the unanimous consent of the non-transferring Members and Members, securities and tax requirements of this Agreement hereof are met, (ii) such Person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such Person pays any reasonable expenses in connection with his, her or its his admission as a new Member. The admission of a substitute Member will 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 with respect to such assigned the Membership Interest, unless otherwise decided by the transferor and the transferee with the approval of the non-transferring MembersCompany.

Appears in 1 contract

Samples: Operating Agreement (CPC of America Inc)

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