Common use of Admission of Assignees as Substitute Members Clause in Contracts

Admission of Assignees as Substitute Members. (a) An Assignee shall become a Substitute Member only if and when each of the following conditions is satisfied: (i) such Assignee sends written notice to the Board requesting the admission of such Assignee as a Substitute Member and setting forth the name and address of such Assignee, the Units transferred, and the effective date of the Transfer; and (ii) the Company receives from such Assignee (A) such representations and other information concerning such Assignee’s financial capacities and investment experience as the Company may reasonably request, (B) an executed counterpart to this Agreement and (C) other written instruments (including copies of any instruments of Transfer and confirmation that such Assignee is able to and does make each of the representations set forth in Section 12.16) that are in a form reasonably satisfactory to the Company. (b) Upon the admission of any Substitute Member, the Board or an Officer shall cause the books and records of the Company to be amended to reflect the name, address and initial Units of such Substitute Member and to eliminate or adjust, if necessary, the name, address and then-current Units of the predecessor of, or the Member Transferring Units to, such Substitute Member.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Zentalis Pharmaceuticals, Inc.), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC)

Admission of Assignees as Substitute Members. (a) An Assignee shall become a Substitute Member only if and when each of the following conditions is satisfied: (i) such the Assignee sends written notice to the Board requesting the admission of such the Assignee as a Substitute Member and setting forth the name and address of such the Assignee, the Units transferred, and the effective date of the Transfer; and; (ii) the Company Board receives from such the Assignee (A) such representations and other information concerning such Assignee’s financial capacities and investment experience as the Company may reasonably request, (B) an executed counterpart to this Agreement and (C) other written instruments (including copies of any instruments of Transfer Transfer, such Assignee’s consent to be bound by this Agreement as a Substitute Member and confirmation that such Assignee is able to and does make each of the representations set forth in Section 12.1611.3) that are in a form reasonably satisfactory to the CompanyBoard; and (iii) the Board consents in writing to such admission; provided, however, that no such consent shall be required by QIC for a Transfer in accordance with Section 8.1. (b) Upon the admission of any Substitute Member, the Member Schedule shall be updated by the Board or an Officer shall cause the books and records of the Company to be amended to reflect the name, address and initial Units of such Substitute Member and to eliminate or adjust, if necessary, the name, address and then-current Units of the predecessor of, or the Member Transferring Units to, of such Substitute Member.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Falcon's Beyond Global, Inc.), Limited Liability Company Agreement (Falcon's Beyond Global, Inc.)

Admission of Assignees as Substitute Members. (a) 7.6.1 An Assignee shall become a Substitute Member only if and when each of the following conditions is are satisfied: (ia) such Assignee the assignor of the Interest transferred sends written notice to the Board other Members requesting the admission of such the Assignee as a Substitute Member and setting forth the name and address of such the Assignee, the Units Percentage Interest transferred, and the effective date of the Transfer; (b) a Majority in Interest of the other Members consent in writing to such admission; and (iic) the Company receives from such the Assignee (Ai) such representations and other information concerning such the Assignee’s 's financial capacities and investment experience as may be requested by legal counsel to the Company may reasonably requestCompany, (B) an executed counterpart to this Agreement and (Cii) other written instruments (including including, without limitation, copies of any instruments of Transfer and confirmation that such Assignee is able Assignee's consent to and does make each of the representations set forth in Section 12.16be bound by this Agreement as a Substitute Member) that are in a form reasonably satisfactory to legal counsel to the Company. (b) 7.6.2 Upon the admission of any Substitute Member, the Board or an Officer Exhibit "A" ------- shall cause the books and records of the Company to be amended to reflect the name, address address, and initial Units Percentage Interest of such Substitute Member and to eliminate or adjust, if necessary, the name, address address, and then-current Units Percentage Interest of the predecessor of, or the Member Transferring Units to, of such Substitute Member.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Tejon Ranch Co)

Admission of Assignees as Substitute Members. (a) An Assignee 7.4.1 A transferee of any Units shall become a Substitute Member only if and when each of the following conditions is are satisfied: (ia) such Assignee the assignor of the Interest transferred sends written notice to the Board Company requesting the admission of such Assignee the transferee as a Substitute Member and Member, setting forth the name and address of such Assigneethe transferee, the number and class of Units proposed to be transferred, and the effective date of the Transfer; and; (iib) any consent of any other Member required to be obtained pursuant to this Article 7 is obtained in writing; (c) the Company receives from such Assignee the transferee (Ai) such representations and other information concerning such Assignee’s financial capacities and investment experience the transferee as the Company may be reasonably requestrequested, (B) an executed counterpart to this Agreement and (Cii) other written instruments (including copies of any instruments of Transfer and confirmation that including, without limitation such Assignee is able transferee’s consent to and does make each of the representations set forth in Section 12.16be bound by this Agreement as a Substitute Member; and (d) that are in a form reasonably evidence, satisfactory to the CompanyCompany in its sole discretion, that such transferee is a U.S. Citizen or that the Company will not cease to be a U.S. Citizen by reason of such transfer. (b) 7.4.2 Upon the admission of any Substitute Member, the Board or an Officer Exhibit A shall cause the books and records of the Company to be amended to reflect the name, address address, number and initial class of Units of such Substitute Member and to eliminate or adjust, if necessary, the name, address address, number and then-current class of Units of the predecessor of, or the Member Transferring Units to, of such Substitute Member.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Horizon Lines Ventures, LLC)