Common use of Substituted Members Clause in Contracts

Substituted Members. (a) Any Member that assigns all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance.

Substituted Members. (a) Any Member that assigns Members who assign all of its their Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member Members of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunderpursuant to this Agreement, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying and who has satisfied the requirements of this Article 9 Section 9.1 and Section 9.2 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has shall have paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceMember.

Substituted Members. (a) Any Member that assigns all Notwithstanding any other provision of its Interests pursuant this Article X to an assignment or assignments permitted under this Agreement shall cease to be a Member the contrary, the transferee of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of whole or any portion of a Member’s Company Interest shall not have the Interest right to become a substituted Member in place of a Member pursuant his or its transferor unless, in addition to an assignment satisfying the satisfaction of all other applicable requirements of this Article 9 shall become a Substituted Member only when X, (ia) the Managing written consent of the other Member to such substitution has entered been obtained, which consent, in the Member’s absolute discretion, may be withheld; (b) the transferor and the transferee execute an instrument of assignment in form and substance satisfactory to the other Member; (c) the transferee executes a copy of this Agreement and the transferor and the transferee named therein execute and acknowledge such assignee other instrument or instruments as a the other Member on deems necessary or desirable to effect such admission; and (d) the books transferor and records transferee pay all costs and fees incurred by the Company to effect the transfer and substitution. The Company, the Manager, each Member, and any other Person or Persons having business with the Company need deal only with the Members who are admitted as Members or as substituted Members of the Company, which the Managing and they shall not be required Exhibit A [Form of LLC Agreement] to deal with any other Person by reason of an assignment by a Member is hereby directed to do upon satisfaction or by a holder of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in a Member except as otherwise provided in this Agreement. In the absence of the substitution (as provided in this Section 10.5) of a transferee as a Member, any payment to the transferor Member shall acquit the Company and the other Member of all liability to any other Person who may be interested in such payment by operation reason of law (but which acquisition is an assignment by such Member or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceholder of an interest in such Member.

Substituted Members. (a) Any Member that assigns transfers all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee transferee of any portion of the any Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon the satisfaction of such the relevant requirements, and (ii) such assignee transferee has paid all of the Company’s reasonable legal fees and all filing costs and any transfer taxes arising as a result of or in connection with the substitution as its becoming a member. Any assignee who acquires an interest Substituted Member; and (iii) such transferee has in the Company by operation reasonable judgment of law (but which acquisition is or would have been prohibited by the Managing Member, complied with all requirements under this Article 9) shall not become Agreement necessary for the admission of a Substituted Member. If a Member under any circumstancetransfers less than all its Interests, when the transferee becomes a Substituted Member, both the transferor and the transferee will be Members.

Substituted Members. (a) Any Member that assigns all of its Membership Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Membership Interest, to the extent otherwise permitted under this Article 911. Any Person who is an assignee of any portion of the Membership Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 11 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s 's reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance.

Substituted Members. (a) Any Member that assigns Transfer all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign Transfer its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment a Transfer satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member Manager has entered such assignee as a Member on the books and records of the Company, which the Managing Member Manager is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance.

Substituted Members. (a) Any Member that assigns Members who Transfer all of its their Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member Members of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying and who has satisfied the requirements of this Article 9 shall become a Substituted Member only when (i) GHGP (or, if GHGP has been divested of its Administrative Rights pursuant to Section 4.9(b), a designee of the Managing Member Whitehall Group) has entered such assignee as a Member on the books and records of the Company, which the Managing Member GHGP is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has shall have paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a memberMember. Any assignee who acquires an interest in For the avoidance of doubt, if a Permitted Gengate Transferee at any time ceases to be a Permitted Gengate Transferee for any reason and had been previously admitted to the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become as a Substituted Member, such transferee shall automatically and immediately cease to be a Member under any circumstanceand, instead, shall be deemed an assignee of only the economic interest of the transferor.