Common use of Admission of Substituted Members Clause in Contracts

Admission of Substituted Members. If any Member transfers such Member’s Interest to a transferee in accordance with Sections 6.0 I and/or 6.02 above, then such transferee shall only be entitled to be admitted into the Company as a substituted member (and this Agreement shall be amended in accordance with the Delaware Act to reflect such admission), if: (i) the non-transferring Member shall reasonably approve the form and content of the instrument of transfer; (ii) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iii) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (iv) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. To the maximum extent permitted by law, any assignee 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. An assignee shall only be entitled to share 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 assignor was entitled, to the extent assigned. A Member that transfers such Member’s Interest shall not cease to be a Member of the Company until the admission of the assignee as a substituted member.

Admission of Substituted Members. If any Member transfers such Member’s 's Interest to a transferee in accordance with Sections 6.0 I 6.01, 6.02, 6.03 and/or 6.02 aboveArticle VII, then such transferee shall only be entitled to be admitted into the Company as a substituted member if (and a) this Agreement shall be is amended to reflect such admission in accordance with the Delaware Act to reflect such admission)provisions of the Nevada Act, if: (ib) the non-transferring Member shall reasonably approve approves the form and content of the instrument of transfer; (iic) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iiid) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (ive) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. To the maximum fullest extent permitted by law, any assignee 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 '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. An assignee Any such transferee shall only be entitled to share 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 assignor transferor was entitled, to the extent assigned. A Member that transfers such Member’s its Interest shall not cease to be a Member member of the Company until the admission of the assignee transferee as a substituted membermember 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 Substituted Members. If any Member transfers such Member’s Interest to a transferee in accordance with Sections 6.0 I and/or 6.02 aboveSection 6.01, then such transferee shall only be entitled to be admitted into the Company as a substituted member if (and a) this Agreement shall be is amended to reflect such admission in accordance with the provisions of the Delaware Act to reflect such admission)Act, if: (ib) the non-transferring Member shall reasonably approve approves the form and content of the instrument of transfer, such approval not to be unreasonably withheld or delayed; (iic) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iiid) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (ive) the transferor or transferee pays, as the non-transferring Member may reasonably determine, all reasonable costs and expenses incurred in connection with or resulting from such admission, including, without limitation, legal fees and costs, and transfer fees and taxes. To the maximum extent permitted by law, any assignee 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 demand access to the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. An assignee Any such transferee shall only be entitled to share 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 assignor transferor was entitled, to the extent assigned. A Member that transfers such Member’s Interest shall not cease to be a Member of the Company until the admission of the assignee as a substituted member.

Admission of Substituted Members. If any Member transfers such Member’s Interest to a transferee in accordance with Sections 6.0 I and/or 6.02 above6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substituted member (and this Agreement shall be amended in accordance with the Delaware Act to reflect such admission), if: Member if (i) the non-transferring Member shall reasonably approve approves such admission in writing and this Agreement is amended to reflect such admission; (ii) SMRH:479102057.10 34 the non-transferring Member approves the form and content of the instrument of transfer, such approval not to be unreasonably withheld; (iiiii) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iiiiv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (ivv) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under any Financing has consented to such transfer. To the maximum extent permitted by applicable law, any assignee transferee of an Interest who does not become a substituted member 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. An assignee Any such transferee shall only be entitled to share 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 assignor transferor was entitled, to the extent assignedtransferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the assignee transferee as a substituted memberMember in accordance with this Agreement 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 other rights, duties and obligations of such Member under this Agreement.