Common use of Admission of Assignee as a Member Clause in Contracts

Admission of Assignee as a Member. An Assignee pursuant to a Permitted Disposition shall be admitted as a Member promptly upon its compliance with Section 3.03(b)(iii). Any other Assignee has the right to be admitted to the Company as a Member, with the Membership Interest so transferred to such Assignee, only if (A) the Disposing Member making the Disposition has granted the Assignee the Disposing Member’s entire Membership Interest, or, in the case of Disposition of a part of such Member’s Membership Interest, the express right to be so admitted; and (B) such Disposition is effected in strict compliance with this Section 3.03. Any Assignee that has acquired Class B Units from the Initial Member in connection with the Disposition of all (but not less than all) Class B Units then held by the Initial Member and which has the right to be admitted to the Company shall become the replacement Managing Member; provided, such an Assignee may only become the replacement Managing Member if approved by the Required Voting Percentage acting in their reasonable discretion. For the avoidance of doubt, the Disposition of any of its Class B Units by the Managing Member as permitted by Section 3.03(b)(i)(A)(I), Section 3.03(b)(i)(A)(II) or Section 3.03(b)(i)(B)(I) shall not result in the replacement of the Managing Member other than as set forth in the immediately preceding sentence.

Admission of Assignee as a Member. An Any Assignee pursuant to a Permitted Disposition shall whom Units are Transferred in accordance with this Section 9.1 shall, only upon the satisfaction of the conditions set out in Section 9.1(f)(i) and Section 9.1(f)(ii) (to the extent applicable) and Section 9.7, be admitted as a Member promptly upon its compliance with Section 3.03(b)(iii). Any other Assignee has the right to be admitted and succeed to the Company as rights and obligations of Assignor with respect to the Units so Transferred. An Assignee not previously a Member shall become a Member hereunder by reason of a Transfer only upon: (i) the prior written approval of the Board (except that such approval shall not be required in the case of any Transfer of Class A Units or Units held by any Institutional Investors or Transfer to a Permitted Transferee), which shall not be unreasonably withheld and (ii) satisfaction of all of the following conditions, upon which consent and satisfaction the Assignee shall have, to the extent assigned, the rights and powers, and be subject to the restrictions and liabilities, of a Member under the Delaware Act and this Agreement, shall be liable for any obligations of the Assignor to make future capital contributions in respect of the Transferred Units but shall not be obligated for other liabilities reasonably unknown to the Assignee at the time the Assignee becomes a Member, with the Membership Interest so transferred to such Assignee, only if : (A) the Disposing Assignee becomes a party to this Agreement as a Member making by executing a counterpart signature page as a joinder to this Agreement and executing such documents and instruments as the Disposition has granted the Assignee the Disposing Member’s entire Membership Interest, or, in the case of Disposition of a part of such Member’s Membership Interest, the express right Board may reasonably request pursuant to be so admitted; and Section 9.1(d); (B) such Disposition is effected in strict compliance with this Section 3.03. Any the Assignee pays or reimburses Holdings LLC for all reasonable legal, filing and publication costs that has acquired Class B Units from the Initial Member Holdings LLC incurs in connection with the Disposition admission of all the Assignee as a Member; and (but C) if the Assignee is not less than all) Class B Units then held a natural Person of legal majority, the Assignee provides Holdings LLC with evidence reasonably satisfactory to the Board of the authority of the Assignee to become a Member and to be bound by the Initial Member terms and which has the right to be admitted to the Company shall become the replacement Managing Member; provided, such an Assignee may only become the replacement Managing Member if approved by the Required Voting Percentage acting in their reasonable discretion. For the avoidance conditions of doubt, the Disposition of any of its Class B Units by the Managing Member as permitted by Section 3.03(b)(i)(A)(I), Section 3.03(b)(i)(A)(II) or Section 3.03(b)(i)(B)(I) shall not result in the replacement of the Managing Member other than as set forth in the immediately preceding sentencethis Agreement.

Admission of Assignee as a Member. An Assignee pursuant to a Permitted Disposition shall be admitted as a Member promptly upon its compliance with Section 3.03(b)(iii). Any other Assignee has the right sight to be admitted to the Company as a Member, with the Membership Interest Rights (and attendant Sharing Ratio and Commitment) so transferred to such Assignee, only if the following requirements are satisfied: (A) except for Dispositions resulting from the Disposing death, dissolution, or Bankruptcy of a Member or the occurrence of a Divorce or Spouse's Death, (I) the Member making the Disposition has must have granted the Assignee either (y) the Disposing Member’s 's entire Membership Interest, or, in the case of Disposition of a part of such Member’s Membership Interest, Rights or (z) the express right to be so admitted; and (BII) such Disposition is effected must be consented to in strict compliance accordance with this Section 3.03. Any Assignee that has acquired Class B Units 2.03(b)(i); or (B) in the case of a Disposition resulting from the Initial death, dissolution or Bankruptcy of a Member in connection with or the Disposition occurrence of all a Divorce or Spouse's Death, (but not less than all1) Class B Units then held such Assignee must have been granted (by will, probate court order, act of the Initial Member and which has liquidator of a dissolved entity, bankruptcy court order, family court order, community property partition, or otherwise) either (y) the Member's entire Membership Rights or (z) the express right to be so admitted; and (II) such admission must receive the consent of the same Members whose consent would be required to approve a Disposition under Section 2.03(b)(i), with respect to which each Member's consent may be given or withheld in the Member’s sole discretion. If an Assignee is admitted to the Company as a Member, it shall become cease to have the replacement Managing Member; providedstatus of an Assignee. If the Assignee requests admission, but such request is denied in accordance with this Section 2.03(b)(ii), the Assignee shall continue to have the status of an Assignee may only become and shall own the replacement Managing Member if approved by Interest attendant to the Required Voting Percentage acting in their reasonable discretion. For the avoidance of doubt, the Disposition of any of its Class B Units by the Managing Member as permitted by Section 3.03(b)(i)(A)(I), Section 3.03(b)(i)(A)(II) or Section 3.03(b)(i)(B)(I) shall not result in the replacement of the Managing Member other than as set forth in the immediately preceding sentenceMembership Rights transferred to it.