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

Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied: (a) the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in each case in the Managing Member’s sole discretion; (b) if required by the Managing Member, the Managing Member receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Managing Member (as determined in its sole discretion); (c) if required by the Managing Member, the Managing Member receives an opinion of counsel satisfactory to the Managing Member to the effect that such Transfer is in compliance with this Agreement and all applicable Law; provided that no such opinion of counsel shall be required for a Transfer by a Stockholder Party; and (d) if required by the Managing Member, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company); provided that no Stockholder Party shall be required to pay the Company’s reasonable expenses connected with a Transfer by such Stockholder Party.

Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied: (a) the Managing Member Board consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing MemberBoard, in each case case, in the Managing MemberBoard’s sole discretion; (b) if required by the Managing MemberBoard, the Managing Member Board receives written instruments (including, without limitation, copies of any instruments of Transfer and an instrument evidencing such Assignee’s consent agreement to be bound by this Agreement as a substitute Membermember of the Company) that are in a form satisfactory to the Managing Member Board (as determined in its sole discretion); (c) if required by the Managing MemberBoard, the Managing Member Board receives an opinion of counsel satisfactory to the Managing Member Board to the effect that such Transfer is in compliance with this Agreement and all applicable LawLaws; provided that no such opinion of counsel shall be required for a Transfer by a Stockholder PartyPrincipal Stockholder; and (d) if required by the Managing MemberBoard, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company); provided that no Principal Stockholder Party shall be required to pay the Company’s reasonable expenses connected with a Transfer by such Stockholder PartyPrincipal Stockholder.

Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied: (a) the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in each case in the Managing Member’s sole discretion; (b) if required by the Managing Member, the Managing Member receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Managing Member (as determined in its sole discretion); (c) if required by the Managing Member, the Managing Member receives an opinion of counsel satisfactory to the Managing Member to the effect that such Transfer is in compliance with this Agreement and all applicable Law; provided that no such opinion of counsel shall be required for a Transfer by (i) a Stockholder PartyParty or (ii) a Member holding at least [●]%6 of the Total Percentage Interest; and (d) if required by the Managing Member, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company); provided that no (i) Stockholder Party or (ii) Member holding at least [●]%7 of the Total Percentage Interest shall be required to pay the Company’s reasonable expenses connected with a Transfer by such Stockholder PartyParty or such Member.