Common use of Admission of Transferee as Member Clause in Contracts

Admission of Transferee as Member. A transferee of a Membership Interest desiring to be admitted as a Member (a "Substitute Member") must execute a counterpart of, or an agreement adopting, this Agreement. Except for any transferee acquiring its interest in an Exempt Transfer, the admission of such transferee as a Substitute Member is subject to the consent of the Majority Interest; provided, however, that no Member shall unreasonably withhold or delay consent. Upon admission of the transferee as a Substitute Member, the transferee shall have, to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Certificate of Formation and the Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make Capital Contributions, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Whether or not the transferee of a Membership Interest becomes a Member, the transferor Member is not released from any liability to the Company under this Agreement, the Certificate of Formation or the Act.

Admission of Transferee as Member. A transferee of a Membership Interest desiring to be admitted as a Member (a "Substitute Member") must execute a counterpart of, or an agreement adopting, this Agreement. Except for any transferee acquiring its interest in an Exempt TransferAgreement and, the admission of such transferee except as a Substitute Member is subject to the consent permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Majority Interest; providedManagers, however, that no Member shall unreasonably withhold or delay consentwhich vote must include the affirmative vote of the Independent Manager. Upon admission of the transferee as a Substitute Member, the transferee shall havehave the rights, to the extent of the Membership Interest transferred, the rights powers and powers duties and shall be subject to the restrictions and liabilities of a the Member under this Agreement, the Certificate of Formation Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make Capital Contributionscapital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Whether Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the transferor Member transferring the Membership Interest is not released from any liability to the Company under this AgreementAgreement or the LLC Act. The approval of the Managers, including the Independent Managers, shall not be required for the transfer of the Membership Interest from the Member to any successor pursuant to Section 5.02 of the Sale Agreement or the admission of such Person as a Member. Once the transferee of a Membership Interest pursuant to this paragraph (b) becomes a Member, the Certificate of Formation or prior Member shall be released from any liability to the Company under this Agreement and the LLC Act.. MANAGERS

Admission of Transferee as Member. The Managing Member may consent to a Transfer without consenting to the admission of the transferee under such approved Transfer (a "Transferee") as a Member of the Company. A transferee of a Membership Interest desiring to Transferee may only be admitted as a Member of the Company if and when (i) the Transferee becomes a "Substitute Member"party to this Agreement by agreeing in writing to be bound by the terms and provisions hereof, and (ii) must the Managing Member consents to such admission, which consent may be withheld in its sole and absolute discretion. Any Transferee, and the spouse of such Transferee if applicable, shall execute a counterpart of, and acknowledge such other instruments as the Managing Member may deem necessary or an agreement adopting, this Agreement. Except for any transferee acquiring its interest in an Exempt Transfer, desirable to effectuate the admission of such transferee the Transferee as a Substitute Member is subject of the Company. Any Transferee not admitted as a member of the Company shall be entitled to the consent of the Majority Interest; providedProfits, howeverLoss, that no Member shall unreasonably withhold or delay consent. Upon admission of the transferee as a Substitute Member, the transferee shall have, and distributions allocable to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Certificate of Formation and the Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make Capital Contributionsassigned Units, but shall not be obligated for liabilities unknown entitled to vote on Company matters or to exercise or enjoy any of the transferee at other rights of a Member of the time Company unless and until such transferee was Transferee is admitted as a Member of the Company. Each Transferee or any subsequent Transferee of Interests, or any partial interests thereof, shall hold such Shares or Economic Interests subject to all of the provisions hereof and that could not be ascertained from this Agreement. Whether or not the transferee of a Membership Interest becomes a Member, the transferor Member is not released from any liability to the Company under this Agreement, the Certificate of Formation or the Actshall make no transfers except as permitted hereby.

Admission of Transferee as Member. A transferee of a Membership Interest Interest, including an Affiliate of a Member desiring to be admitted as a Member (a "Substitute Member") , must execute a counterpart of, or an agreement adopting, this AgreementAgreement and such other Ancillary Agreements as Coty and the Managing Member, acting by unanimous approval, may require. Except for any transferee acquiring its interest in an Exempt Transfer, the The admission of such transferee as a Substitute Member is subject to the consent unanimous approval of the Majority Interest; providedManaging Member and Coty, however, that no Member shall unreasonably withhold or delay consentexcept to the extent contemplated by Section 6.2. Upon admission of the transferee as a Substitute Member, the transferee shall have, to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Certificate of Formation and the Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make Capital Contributions, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Whether or not the transferee of a Membership Interest becomes a Member, the transferor Member is not released from any liability to the Company under this Agreement, the Certificate of Formation or the Act.