Right of Assignee to Become a Member. An assignee of a Unit may become a Substitute Member only if the proposed Substitute Member executes an agreement accepting and adopting the terms of the Certificate and this Agreement, and if Members holding a majority of the Units issued and outstanding approve the sale, transfer or assignment to the Substitute Member. A Substitute Member shall be admitted as a Member upon the later to occur of the two (2) events specified in the preceding sentence. An assignee who has become a Substitute Member has, to the extent of the Units assigned, the rights and powers, and is subject to the restrictions and liabilities, of a Member under the Certificate, this Agreement and the Delaware Act. If the assignee purchased or otherwise received all the Units of the transferring Member and the assignee becomes a Substitute Member under this section, the transferring Member will no longer retain any rights or obligations as a Member of the Company, notwithstanding Section 5.5 of this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)