Admission of Assignees Sample Clauses

Admission of Assignees. (a) Subject only to Subsections 12.2(b) and, 12.2(c), an assignee shall not be admitted as a Member, unless the assignee shall have received the discretionary consent of the Manager and Majority interest, with both the determination of Majority Interest to be made without regard to the interest or holdings of the assigning Member. As a condition of its consent, the Manager may require a substitute Member to pay the legal and other costs incurred by the Company in effecting his admission. If admitted, the substitute Member shall have, to the extent assigned, all of the rights and powers, and shall be subject to all the restrictions and liabilities, of a Member. In addition, the assignee shall provide the Company with the information and agreements that the Manager deems necessary in connection with the assignment, including written acknowledgement binding the assignee to this Agreement as a Member thereof.
Sample 1
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Admission of Assignees. 17 1. Rights of Assignee......................................................17 2. Admission of Substitute Member..........................................18 3.
Sample 1
Admission of Assignees. Section 9.1 An Assignee has no Management Rights unless and until (i) the transferring Member so provides in the instrument of Transfer; (ii) the Assignee agrees in a writing reasonably satisfactory to the Manager to be bound by all of the terms and provisions of this Agreement (as the same may then have been amended); and (iii) all of the Members approve of the admission of such Assignee as a substituted Member. Until such time, the only rights of an Assignee are the Economic Rights allocable to the Transferred Membership Interest.
Sample 1
Admission of Assignees. The Company shall not admit or create any additional assignees whatsoever. The only options for permitted transfers of financial rights only to creditors shall be those options made available in connection with the Company’s acquisition of one hundred percent (100%) of BHP Billiton New Mexico Coal, Inc’s stock ofNMCC.
Sample 1
Admission of Assignees. With respect to each assignment, transfer, issuance, conveyance or distribution of capital stock, limited liability company or other ownership interests contemplated by this Agreement (the interests so assigned, transferred, issued, conveyed or distributed, collectively, the “Transferred Interests”), each of the Parties agrees that by virtue of executing and delivering this Agreement, each transferee, assignee or other new holder of such Transferred Interests (the “Assignees”) will become party to the relevant limited liability company agreements or other organizational documents, as the case may be (the “Organizational Documents”), of the issuer of the Transferred Interests (and in accordance with the applicable Organizational Documents, the relevant Assignees will be admitted as members or other similar ownership positions, as the case may be, under the applicable Organizational Documents), and notwithstanding anything to the contrary contained in any such Organizational Documents, the relevant Assignees hereby accept and agree to be bound by all of the terms and conditions of the applicable Organizational Documents. The books and records of each Assignee and issuer of Transferred Interests shall promptly be revised to reflect the transactions set forth in this Agreement.
Sample 1
Admission of Assignees. 34 Section 9.1 Rights of Assignees. . . . . . . . . . . . . . . . . 34 Section 9.2 Admission of Assignee as a Partner. . . . . . . . 34 Section 9.3 Admission of Permitted Transferee as Partner. . . 34
Sample 1
Admission of Assignees. Notwithstanding anything to the contrary in this Agreement, an assignee of a Membership Interest shall be admitted as a Member only upon (i) the written consent of all other Members and the Manager, which consent may be granted or withheld in the sole and absolute discretion of such Member and Manager whose consent is required hereby and (ii) the execution by such Person of this Agreement. Until the assignee of a Membership Interest is admitted as a Member, the assignor, subject to the penultimate sentence of Section 18(a), shall continue to be a Member and upon such admission, the assignor shall be released of all obligations hereunder.
Sample 1
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Admission of Assignees 
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Related to Admission of Assignees

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Rights of Assignees Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment, or all assignments held by the Firm, at any time upon advance written notice. Citizens may also reassign any matter at any time upon advance written notice. Once terminated, the Firm agrees to timely withdraw as counsel in any court proceeding.‌

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this 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 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. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • RIGHT OF ASSIGNMENT (6) The Lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet, or permit any other person or persons whomsoever to occupy the Premises without the written consent of the Lessor being first obtained in writing; this lease is personal to Lessee; Lessee’s interests, in whole or in part, cannot be sold, assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in regard to the Lessee, or in any other manner, except as above mentioned. Notwithstanding any provision in this Lease, Lessee may, without Lessor consent, execute and deliver one or more leasehold mortgages (or leasehold trust deeds) to any lender to Lessee with respect hereto.

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Electronic Execution of Assignments The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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