Common use of Substitution of Members Clause in Contracts

Substitution of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if (a) the requirements of Sections 9.1 and 9.2 relating to securities and tax requirements hereof are met, (b) the requirements of Sections 9.3 and 9.4 relating to rights of first offer and rights of first refusal are met, (c) such Person executes an instrument reasonably satisfactory to the Management Committee accepting and adopting the terms and provisions of this Agreement, and (c) such Person pays any reasonable expenses in connection with its admission as a new Member. The admission of a 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 4 contracts

Sources: Operating Agreement (Claxson Interactive Group Inc), Operating Agreement (Playboy Enterprises Inc), Operating Agreement (Claxson Interactive Group Inc)

Substitution of Members. A Except as provided in Section 7.2, a transferee of a Membership Interest shall not have the right to become a substitute Member only if until each of the following is true: (ai) the requirements of Sections 9.1 and 9.2 relating to securities and tax requirements hereof Section 7.1.1 are met, satisfied; (b) the requirements of Sections 9.3 and 9.4 relating to rights of first offer and rights of first refusal are met, (cii) such Person executes an instrument reasonably satisfactory to the Management Committee Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (ciii) such Person pays any reasonable out-of-pocket expenses of the Company in connection with its such Person's admission as a new Member. The admission of 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: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)

Substitution of Members. A Except as provided in Section 7.2, a transferee of a Membership Interest shall not have the right to become a substitute Member only if until each of the following is true: (ai) the requirements of Sections 9.1 and 9.2 relating to securities and tax requirements hereof Section 7.1.1 are met, satisfied; (b) the requirements of Sections 9.3 and 9.4 relating to rights of first offer and rights of first refusal are met, (cii) such Person executes an instrument reasonably satisfactory to the Management Committee Members approving the transfer and to the Manager accepting and adopting the terms terms, provisions, and provisions conditions of this Agreement, including without limitation Section 10.15 herein, with respect to the acquired Membership Interest; and (ciii) such Person pays any reasonable expenses in connection with its such Person's admission as a new Member. The admission of 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: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)