Common use of Admission of Substitute Members Clause in Contracts

Admission of Substitute Members. Except as otherwise provided in Section 12.1, an Assignee of a Membership Interest shall be admitted as a Substitute Member and admitted to all the rights of the Member who initially assigned the Membership Interest only with the approval of the Board and a majority of the Members as provided in Section 6.4. The Board and the Members may grant or withhold the approval of such admission for any reason in or 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 Membership Interest. The admission of a Substitute 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 such admission of the substitute Member.

Appears in 2 contracts

Samples: Annex A (Biotech Co LLC), Annex A (Bioceres Group PLC)

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Admission of Substitute Members. Except as otherwise provided in Section 12.111.4, an Assignee a Transferee of a Membership Interest shall be admitted as a Substitute Member and admitted entitled to all the rights of the Member who initially assigned the Membership Interest only with the approval of the Board of Governors in its discretion and a majority upon its delivery to the Company of such instruments, duly executed, as may be reasonably required by the Board of Governors to confirm such Transferee’s agreement to be bound by the terms of this Agreement and to assume all obligations of the Members as provided in Section 6.4. The Board and the Members may grant or withhold the approval of such admission for any reason in or their sole and absolute discretionAssigning Member under this Agreement. 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 Membership Interest. The admission of a Substitute 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 such admission of the substitute Memberadmission.

Appears in 1 contract

Samples: Share Purchase Agreement (Scripps E W Co /De)

Admission of Substitute Members. Except as otherwise provided in Section 12.1With the approval of the Managing Member or if the Managing Member is the assignor, the approval of a Majority of the Remaining Members, an Assignee of a Membership Interest shall may be admitted as a Substitute Member and admitted to all the rights of the Member who initially assigned the Membership Interest. An Assignee of a Membership Interest only with the approval of the Board and a majority of the Members as provided in Section 6.4. The Board and the Members may grant or withhold the approval of under Article XVI shall be so admitted without such admission for any reason in or their sole and absolute discretionapproval. 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 Membership Interest. The admission of a Substitute 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 such admission of the substitute Memberapproval.

Appears in 1 contract

Samples: Investors Real Estate Trust

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Admission of Substitute Members. Except as otherwise provided in Section 12.1, an An Assignee of a Membership Interest shall be admitted as a Substitute Member and admitted to all of the rights of the Member who initially assigned the Membership Interest only with the unanimous approval of the Board and Manager (other than any Manager who has assigned his Membership Interest to the Assignee seeking to be a majority of the Members as provided in Section 6.4Substitute Member). The Board and the Members Manager may grant or withhold the approval of such admission for any reason in or 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 Membership Interest. The admission of a Substitute 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 such admission of the substitute Memberapproval.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capital Growth Systems Inc /Fl/)

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