Common use of Admission of Substituted Members Clause in Contracts

Admission of Substituted Members. (a) No Member shall have the right to substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Member in its place. A transferee of a Member Interest may be admitted as a Substituted Member only with the Consent of the Managing Member. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Managing Member may require in its sole discretion to effect such Assignee’s admission as a Substituted Member.

Appears in 4 contracts

Samples: Operating Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Kimco Realty OP, LLC), Limited Liability Company Agreement (Kimco Realty Corp)

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Admission of Substituted Members. (a) A. No Member shall have the right to substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Member in its place. A transferee of the Interest of a Member Interest may be admitted as a Substituted Member only with the Consent consent of the Managing MemberBoard. The failure or refusal by the Managing Member Board to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Memberany Director. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member Board (i) evidence of acceptance, in form and substance satisfactory to the Managing MemberBoard, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Managing Member Board may require in its sole discretion discretion, to effect such Assignee’s admission as a Substituted Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mobile Infrastructure Corp)

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