Substitute Members. No transferee of all or part of a Member’s Membership Interest shall become a substitute Member in place of the transferor unless and until:
Substitute Members. The assignee of a membership Interest shall have the right to become a substituted member in the Company if (1) the assignor so provides in the instrument of assignment, (2) the assignee agrees in writing to be bound by the terms of this Agreement and the Articles, as amended to the date hereof, (3) consent to such assignment has been obtained from all of the other Members, (4) the assignee pays the reasonable costs incurred by the company in preparing and recording any necessary amendments to this Agreement and the Articles, (5) the assignor and assignee otherwise agree to be bound by the terms of Section 13.1-1040 of the Code of Virginia, and (6) the Company obtains opinion of counsel for the Company that none of the actions taken in connection with the assignment shall cause the Company to be classified other than as a limited liability company for federal income tax purposes, or to cause the termination or dissolution of the Company, or to cause the breach of any agreement to which the Company is a party.
Substitute Members. No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.
Substitute Members. In the event any Non-Investor Member or Investor Member Transfers its Interest in compliance with the other provisions of this Article XII (other than Section 12.4), the transferee thereof shall have the right to become a substitute Non-Investor Member or substitute Investor Member, as the case may be, but only upon satisfaction of the following:
Substitute Members. Any Transfer of LLC Interests other than pursuant to this Article 7 shall nevertheless not entitle the transferee, unless already a Member, to become a Member or be entitled to exercise or receive any right, power or benefit of a Member other than the right to share in profits and losses, receive distributions and allocations of income, gain, loss, deduction or credit or similar item to which the transferor Member would otherwise be entitled, to the extent assigned, unless the transferor Member designates, in a written instrument delivered to the Board, its transferee to become a substitute Member and the Board, in its sole and absolute discretion, consents to the admission of that transferee as a Non-Voting Member. That transferee shall not become a substitute Member without having first executed an instrument satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the LLC a fee sufficient to cover all reasonable expenses of the LLC in connection with that transferee's admission as a substitute Member.
Substitute Members. Each Substitute Member, upon admission to the Company, shall be deemed to have appointed, ratified and reaffirmed the appointment of the Manager as its true and lawful attorney for the purposes and on the same terms as set forth in Article 14 hereof.
Substitute Members. A transferee may become a Substitute Member if (1) the requirements of Subsections 3.10 and 3.11, above, are met; (2) the person executes an instrument satisfactory to the remaining Members accepting and adopting the terms and provisions of this Agreement; and (3) the person pays all reasonable expenses in connection with his or her admission as a remaining Member.
Substitute Members. Notwithstanding any other provision of this Agreement, a Transferee may be admitted to the Fund as a substitute Investor of the Fund (a “Substitute Member”) only with the consent of the Manager, which consent may be withheld in the Manager’s sole discretion. Unless the Manager, the Transferor and the Transferee otherwise agree, in the event of the admission of a Transferee as a Substitute Member, all references herein to the Transferor shall be deemed to apply to such Substitute Member, and such Substitute Member shall succeed to all of the rights and obligations of the Transferor hereunder, provided that the Transferor shall continue to remain subject to the confidentiality provisions of this Agreement. A Person shall be deemed admitted to the Fund as a Substitute Member at the time that the foregoing conditions are satisfied as acknowledged in writing by the Manager.