Conditions to Substitution. (i) No assignee of an interest in the Company shall be entitled to become a substituted Member unless and until his or its assignor has provided the Managing Members with the assignee's name and address and all details relating to the assignment. (ii) No assignee of an interest in the Company shall be entitled to become a substituted Member unless the assignee shall consent in writing, in form satisfactory to the Managing Members, to be bound by the terms of this Agreement in the place and stead of the assigning Member. (iii) No assignee of a Non-Managing Member's Company interest shall be entitled to become a substituted Non-Managing Member unless and until it has been demonstrated to the satisfaction of the Managing Members that the assignment was pursuant to an exemption from registration under the Securities Act of 1933, as amended, and pursuant to an exemption from qualification under applicable state securities laws. (iv) If, in connection with or as a condition to the assignment of any interest in the Company, the consent or approval of the Federal Communications Commission (the "FCC"), or any other governmental authority is required under applicable law, then the Company shall forthwith take those steps required to obtain and shall use its best efforts to duly obtain at the earliest possible date such consent or approval. Any time limitation upon or requirement for such assignment shall, if necessary for the assignment, be extended by such period of time as is reasonably necessary to obtain such consent or approval, all costs and expenses in obtaining such consent or approval shall be paid or reimbursed by the Company. The Members shall cooperate with the Company to the extent required to obtain such consent or approval, which shall be, if required, a condition to the substitution of any assignee of an interest in the Company.
Appears in 2 contracts
Sources: Subordinated Note Purchase and Option Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)