Common use of Admission of Substitute Member Clause in Contracts

Admission of Substitute Member. A Member may freely transfer or assign all or any portion of its Membership Interest to a Permitted Transferee that is described in Section 10.3 hereof, which Permitted Transferee shall immediately become a Substituted Member. If a Member transfers or assigns some or all of its Membership Interest to a transferee other than a Permitted Transferee (or transfers title as a result of exercise of rights under a security interest) and Members holding a majority of the Units approve of such proposed transfer or assignment, the transferee or assignee of the Membership Interest shall likewise become a Substitute Member. If Members holding a majority of the Units do not approve of such transfer or assignment, the transferee or assignee of the Membership Interest shall have no right to participate in the management of the business and affairs of the Company, to vote, or to be admitted as a Member, but shall only be entitled to receive the share of profits, losses and distributions, to which the transferring or assigning Member would otherwise be entitled. As a condition to the receipt of same, the transferee or assignee may be required by the Members to pay the associated Capital Contributions to which the transferor or assignor would have been liable. With respect to all or any portion of a Membership Interest that is transferred or assigned, the Substitute Member has the rights and powers and is subject to the restrictions and liabilities that are associated with all or any portion of such Membership Interest which accrued prior to the date of substitution, except that the substitution of the assignee does not release the assignor from existing liability to the Company. In any event, no transfer or assignment of all or any portion of a Membership Interest in the Company (including the transfer or assignment of any right to receive or share in profits, losses, or distributions) shall be effective unless and until written notice (including the name and address of the proposed transferee or assignee, the interest to be transferred or assigned, and the date of such transfer or assignment) has been provided to the Company and the nontransferring or nonassigning Member(s). Every Person before becoming a Substitute Member must assume this Agreement, as amended from time to time, in writing.

Admission of Substitute Member. A Member may freely transfer or assign all or any portion of its Membership Interest to a Permitted Transferee that is described in Section 10.3 hereof, which Permitted Transferee shall immediately become a Substituted Memberother Members or Affiliates of Members. If a Member transfers or assigns some or all of its Membership Interest to a transferee other than Person who is not already a Permitted Transferee (Member or transfers title as a result of exercise of rights under a security interest) an Affiliate, and non-transferring Members holding owning collectively a majority of the Voting Units approve of such proposed transfer or assignment, the transferee or assignee of the Membership Interest shall likewise become a Substitute Member. If all Members holding owning collectively a majority of the Voting Units do not approve of such transfer or assignment, the transferee or assignee of the Membership Interest shall have no right to participate in the management of the business and affairs of the Company, to vote, or to be admitted as a Member, but shall only be entitled to receive the share of profits, losses and distributions, to which the transferring or assigning Member would otherwise be entitled. As a condition to the receipt of same, the transferee or assignee may be required by the Members to pay the associated Capital Contributions to which the transferor or assignor would have been liable. With respect to all or any portion of a Membership Interest that is transferred or assigned, the Substitute Member has the rights and powers and is subject to the restrictions and liabilities that are associated with all or any portion of such Membership Interest which accrued prior to the date of substitution, except that the substitution of the assignee does not release the assignor from existing liability to the Company. In any event, no transfer or assignment of all or any portion of a Membership Interest in the Company (including the transfer or assignment of any right to receive or share in profits, losses, or distributions) shall be effective unless and until written notice (including the name and address of the proposed transferee or assignee, the interest to be transferred or assigned, and the date of such transfer or assignment) has been provided to the Company and the nontransferring or nonassigning Member(s). Every Person before becoming a Substitute Member must assume this Agreement, as amended from time to time, in writing.

Admission of Substitute Member. A Member may freely transfer or assign all or any portion of its Membership Interest to a Permitted Transferee that is described in Section 10.3 hereof11.3, which Permitted Transferee shall immediately become a Substituted Member. If a Member transfers or assigns some or all of its Membership Interest to a transferee other than a Permitted Transferee (or transfers title as a result of exercise of rights under a security interest) and Members holding a majority of the Units approve of such proposed transfer or assignment, the transferee or assignee of the Membership Interest shall likewise become a Substitute Member. If Members holding a majority of the Units do not approve of such transfer or assignment, the transferee or assignee of the Membership Interest shall have no right to participate in the management of the business and affairs of the Company, to vote, or to be admitted as a Member, but shall only be entitled to receive the share of profits, losses and distributions, to which the transferring or assigning Member would otherwise be entitled. As a condition to the receipt of same, the transferee or assignee may be required by the Members to pay the associated Capital Contributions to which the transferor or assignor would have been liable. With respect to all or any portion of a Membership Interest that is transferred or assigned, the Substitute Member has the rights and powers and is subject to the restrictions and liabilities that are associated with all or any portion of such Membership Interest which accrued prior to the date of substitution, except that the substitution of the assignee does not release the assignor from existing liability to the Company. In any event, no transfer or assignment of all or any portion of a Membership Interest in the Company (including the transfer or assignment of any right to receive or share in profits, losses, or distributions) shall be effective unless and until written notice (including the name and address of the proposed transferee or assignee, the interest to be transferred or assigned, and the date of such transfer or assignment) has been provided to the Company and the nontransferring or nonassigning Member(s). Every Person before becoming a Substitute Member must assume this Agreement, as amended from time to time, in writing.