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 Section 6.01, then such transferee shall only be entitled to be admitted into the Company as a substituted member if (a) this Agreement is amended to reflect such admission in accordance with the provisions of the Delaware Act, (b) the non-transferring Member approves the form and content of the instrument of transfer, such approval not to be unreasonably withheld or delayed; (c) 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; (d) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (e) 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 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 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. 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 transferor was entitled, to the extent assigned.

Admission of Substituted Members. If any Member transfers such Member’s Interest to a transferee in accordance with Section 6.01Sections 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 if (a) and this Agreement is shall be amended to reflect such admission in accordance with the provisions of the Delaware ActAct to reflect such admission), if: (bi) the non-transferring Member approves shall reasonably approve the form and content of the instrument of transfer, such approval not to be unreasonably withheld or delayed; (cii) 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; (diii) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (eiv) 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 transferee 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 demand access 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. Any such transferee 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 transferor 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 Interest to a transferee in accordance with Section 6.01Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substituted member Member if (ai) the non-transferring Member approves such admission in writing and this Agreement is amended to reflect such admission in accordance with the provisions of the Delaware Act, admission; (bii) 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 or delayedwithheld; (ciii) 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; (div) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (ev) 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(vi) to the extent required the lender under any Financing has consented to such transfer. To the maximum extent permitted by applicable law, any 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 demand access 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. 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 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 transferee as a substituted Member 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.

Admission of Substituted Members. If any Member transfers such Member’s 's Interest to a transferee in accordance with Section Sections 6.01, 6.02, 6.03 and/or Article VII, then such transferee shall only be entitled to be admitted into the Company as a substituted member if (a) this Agreement is amended to reflect such admission in accordance with the provisions of the Delaware Nevada Act, (b) the non-transferring Member reasonably approves the form and content of the instrument of transfer, such approval not to be unreasonably withheld or delayed; (c) 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; (d) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (e) 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 fullest extent permitted by law, any 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 demand access 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. 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 transferor was entitled, to the extent assigned. A Member that transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member 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.