Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.
Admission of Substitute Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:
(a) The transferee shall, by written instrument in form and substance reasonably satisfactory to the Governors, agree to be bound by all of the terms and provisions of this Agreement, and assume the obligations of the transferor Member hereunder with respect to the Transferred Units.
(b) The transferee shall pay for or reimburse the Company for all reasonable legal, filing and publication costs incurred in connection with the admission of the transferee as a Member; and
(c) Except in the case of a Transfer involuntarily by operation of law, if required by the Governors, the transferee shall deliver to the Company evidence of his/her/its authority to become a Member.
(d) The transferee and transferor shall each execute and deliver such other instruments as the Governors reasonably deem necessary or appropriate in connection with such Transfer.
Admission of Substitute Members. An Assignee of Units shall be admitted as a Substitute Member and admitted to all the rights of the Member who initially assigned the Units only with the unanimous approval of the remaining Members. The Members may grant or withhold the approval of such admission for any Assignee in their sole and absolute discretion. If so admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Units. The admission of a Substitute Member, without more, shall not release the Member originally assigning the Units from any liability to the Company that may have existed prior to the admission.
Admission of Substitute Members. An assignee of a Member's Membership Interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor (to the extent assigned), provided that (i) the Manager approves in writing the substitution of the assignee for the assignor as a member, and (ii) the assignee accepts, adopts, approves and agrees, in writing, to be bound by all of the terms and provisions of this Agreement. If admitted, the assignee, as a substitute member, shall have, to the extent assigned, all of the rights and powers, and shall be subject to all of the restrictions and liabilities, of the assigning Member. The assignor shall not thereby be relieved of any of its unperformed obligations to the Company.
Admission of Substitute Members. An Assignee of a Membership Interest shall be admitted as a Substitute Member, to all the rights of the Member who initially assigned the Membership Interest, only with the approval, which may be withheld in their sole and absolute discretion, of a Majority of the Remaining Members. If so admitted, the Substitute Member shall have all the rights and powers and be subject to all the restrictions and liabilities of the Member originally holding the Membership Interest. The admission of a Substitute Member, without more, shall not release the Member originally holding the Membership Interest from any liability to the Company that may have existed prior to the approval.
Admission of Substitute Members. An Assignee of an Interest may be admitted as a Substitute Member and substituted to all of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions of this Agreement and agrees to be responsible for all reasonable costs and expenses incurred by the Company in connection with the Disposition, the admission of such Assignee as a Substitute Member shall not be recognized by the Company. The admission of a Substitute Member, unless otherwise agreed by the Members, shall not release the Member assigning the Interest from any liability to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement.
Admission of Substitute Members. Except as otherwise provided in this Agreement, an assignee of a Membership Interest who satisfies the requirements for eligibility for membership set forth in this Agreement shall be admitted as a new Member and admitted to all the rights of the Member who initially assigned the Membership Interest only upon the approval of a majority in interest of the other Members and parties to contribution agreements (treating parties to contribution agreements as if they were Members). The Members and parties to contribution agreements may grant or withhold the approval of such admission for any assignee in their sole and absolute discretion. If so admitted, the substituted Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest. The admission of a substituted member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company that may have existed prior to the approval.
Admission of Substitute Members. Subject to Section 8.1(a), upon compliance with all of the provisions of this Agreement regarding Transfers and, to the extent such transferee is not already a Member of the Company, the delivery to the Company by such transferee of an executed addendum agreement in the form attached as Exhibit D (an “Addendum Agreement”), then (a) such Transferee shall be deemed to be a party hereto as if such Transferee were the Transferor and such Transferee’s signature appeared on the signature pages of this Agreement, and shall be deemed to be a Substitute Member and (b) the applicable transferor shall thereafter cease to be a Member to the extent of the Member Interest and associated Units Transferred by such Transferor.
Admission of Substitute Members. An Assignee of a Unit shall be admitted as a Substitute Member, and admitted to all the rights of the Member who initially assigned the Unit, only upon compliance with the requirements of Section 8.1 and Section 8.2. If so admitted, the Substitute Member shall have all of the rights and powers, and shall be subject to all the restrictions and liabilities, of the Member assigning the Unit. Except as otherwise agreed by the Company, the admission of a Substitute Member shall not release the Member assigning the Unit from any liability to the Company that may have existed prior to such approval.
Admission of Substitute Members. Subject to the provisions of Sections 5.6(c) and 5.6(e), as to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:
(a) The transferee shall, by written instrument in form and substance reasonably satisfactory to the Directors, agree to be bound by all of the terms and provisions of this Agreement, and assume the obligations of the transferor Member hereunder with respect to the Transferred Units.
(b) The transferee shall pay for or reimburse the Company for all reasonable legal, filing and publication costs incurred in connection with the admission of the transferee as a Member.
(c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee shall deliver to the Company evidence of his/her/its authority to become a Member.
(d) The transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate in connection with such Transfer.
