Right of Assignee to Become a Substitute Member Sample Clauses

The "Right of Assignee to Become a Substitute Member" clause defines the conditions under which an individual or entity that has received an ownership interest in a company (the assignee) may be admitted as a full member with all associated rights and obligations. Typically, this clause outlines the process for approval, which may require the consent of existing members or compliance with certain procedural requirements, such as submitting documentation or meeting eligibility criteria. Its core function is to regulate the transfer of membership interests, ensuring that new members are properly vetted and that the integrity and stability of the membership structure are maintained.
Right of Assignee to Become a Substitute Member. An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy who is not already a Member at the effective time of the Assignment must become a Substitute Member with respect to the Unit by executing and delivering to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee shall accept, adopt and otherwise become a party to the Certificate of Organization and this Agreement. No vote or consent of the Directors or the Members shall be necessary in order for such an assignee to become a Substitute Member; provided, however, that the assignee shall become a Substitute Member effective as of the date determined by the Directors, but such date must be within 32 days of the date the Directors receive the addendum or agreement contemplated by this paragraph. An assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1 and the Unit Assignment Policy and who is already a Member at the effective time of the Assignment shall become a Substitute Member with respect to the Unit effective immediately upon the effective time of the Assignment, and such assignee shall be conclusively deemed to have accepted the Unit subject to and upon the terms and conditions of the Certificate of Organization and this Agreement. The Directors or the President may, however, require such an assignee to execute and deliver to the Company an addendum or agreement, in form and content acceptable to the Directors or the President, whereby, among such other terms as may be required by the Directors or the President, such assignee confirms that the assignee has accepted, adopted and is a party to the Certificate of Organization and this Agreement. An assignee who has become a Substitute Member has, with respect to the Units which have been Assigned to the assignee, all of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member under the Certificate of Organization, this Agreement and the Iowa Act. In the event an assignee is a minor or is otherwise legally unable to execute the addendum or agreement contemplated by this Section, the addendum or agreement shall be executed by the assignee's conservator or other guardian or legal representative.
View SourceView Similar (9)
Right of Assignee to Become a Substitute Member. If the provisions of Section 10.3 have been complied with, such Transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the Directors, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the Directors, as the Directors reasonably deem necessary or desirable in their sole discretion to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Class A Membership Interests or Class B Membership Interests acquired by such transferee. The admission of any transferee of a Member as a Substitute Member shall not require the approval of any Member, provided that the transferor and transferee have complied, to the Directors' reasonable satisfaction, with the provisions of Section 10.3 and this Section 10.4. If a Member assigns all of its Class A Membership Interests or Class B Membership Interests and the assignee of such Class A Membership Interests or Class B Membership Interests is entitled to become a Substitute Member pursuant to this Section 10.4, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company.
View SourceView Similar (5)
Right of Assignee to Become a Substitute Member. If the provisions of Section 10.04 have been complied with, such transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers
View Source
Right of Assignee to Become a Substitute Member. If the provisions of Section 10.04 have been complied with, such transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the Managing Member, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the Managing Member, as all of the Members reasonably deem necessary or
View Source
Right of Assignee to Become a Substitute Member. Except as provided in -----------------------------------------------
View Source
Right of Assignee to Become a Substitute Member. Except as provided ----------------------------------------------- in Section 8.3 below, 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 Articles of Organization and this Agreement, and if the Voting Members holding at least a majority of the total outstanding Voting Units consent thereto in writing, and, if the substitution is to occur prior to the Return Date, the Nonvoting Members holding at least a majority of the total outstanding Nonvoting Units also consent thereto in writing (in each case including in such calculation the Unit or Units which have been assigned, which may be voted by the Member which assigned such Unit or Units) . Any such consent may be withheld in a Member's sole discretion. A Substitute Member shall be admitted as a Member upon the later to occur of the events specified in the preceding sentence. Section 903 of the Iowa Act shall apply to any such transfers, except as expressly modified hereby. An assignee of a Unit who has become a Substitute Member as to that Unit has the rights and powers, and is subject to the restrictions and liabilities, of a Member as to such Unit under the Articles of Organization, this Agreement and the Iowa Act.
View Source

Related to Right of Assignee to Become a Substitute Member

  • Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.