Common use of Substitution of Members Clause in Contracts

Substitution of Members. An Assignee shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.2 and 7.3 hereof are met, (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Bloomin' Brands, Inc.), Operating Agreement (Osi Restaurant Partners, LLC)

Substitution of Members. An Assignee of a Membership Interest shall ----------------------- have the right to become a substitute Member only if (i) the requirements of Sections 7.17.1 and 7.2 relating to unanimous consent of Members, 7.2 securities and 7.3 tax requirements hereof are met, (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Auto Marketing Network Inc), Operating Agreement (Franchise Mortgage Acceptance Co)

Substitution of Members. An Assignee shall have the right to become a substitute Member only if (i) the requirements of Sections SECTIONS 7.1, 7.2 and AND 7.3 hereof are met, (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Management Committee accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Osi Restaurant Partners, LLC), Operating Agreement (Outback Steakhouse Inc)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.2 and 7.3 hereof Section 6.1 are met, (ii) the Assignee executes an instrument reasonably satisfactory to a Managing Majority Interest of the Members accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its the Assignee's admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.1 and 7.2 relating to consent of the Manager and 7.3 securities and tax requirements hereof are met, (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Manager accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Freedom Securities Corp /De/), Operating Agreement (Freedom Securities Corp /De/)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, Section 7.1 and 7.2 and 7.3 hereof are metmet (relating to unanimous consent of Members, compliance with securities laws and non-termination of the Company for tax purposes), (ii) the Assignee executes an a written instrument satisfactory to a Managing Interest of the Members Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any and all reasonable costs or expenses in connection with its his or her admission as a new substitute Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Titan Corp), Operating Agreement (L-3 Communications InfraredVision Technology CORP)

Substitution of Members. An Assignee of a Membership Interest ----------------------- shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.2 and 7.3 hereof Section 6.1 are met, (ii) the Assignee executes an instrument reasonably satisfactory to a Managing Majority Interest of the Members accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its the Assignee's admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 2 contracts

Sources: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if if: (i) the requirements of Sections 7.18.1 and 8.2 relating to approval of the Manager, 7.2 and 7.3 the securities and tax requirements hereof are met, ; (ii) the Assignee executes an instrument reasonably satisfactory to a Managing Interest of the Members accepting and adopting the terms and provisions of this Agreement, Agreement as such were applicable to the transferring Member at the time of transfer; and (iii) the Assignee pays any reasonable expenses in connection with its admission as a new substitute Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (XCel Brands, Inc.)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.1 and 7.2 relating to consent of the Manager and 7.3 securities and tax requirements hereof are met, met (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Manager accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection connect:ion with its his or her admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Sources: Operating Agreement (Freedom Securiteis Corp /De/)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, Articles 7.1 and 7.2 and 7.3 hereof are met, (ii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its the Assignee's admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the CompanyIMMERSION.

Appears in 1 contract

Sources: Operating Agreement (Immersion Corp)

Substitution of Members. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1, 7.2 8.1 and 7.3 hereof 8.2 are met, (ii) the Managers have consented to such substitution in their sole and absolute discretion, (iii) the Assignee executes an instrument satisfactory to a Managing Interest of the Members Managers accepting and adopting the terms and provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its such Assignee’s admission as a new Member. The admission of an Assignee as a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Akorn Inc)