General Mills (GIS)

        11.6     Admission as Substituted Members.

        (a)    A Person shall be admitted to the Company as a Class B Limited Member without execution of this Agreement upon the acquisition of a Series B-1 Preferred Certificate or Series B-2 Preferred Certificate in a Permitted Transfer.

        (b)    Subject to the other provisions of this Section 11, a transferee of Membership Interests may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth below in this Section 11.6:

                (i)    The Membership Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer;

                (ii)    The transferee of a Class A Limited Membership Interest or the Managing Membership Interest becomes a party to this Agreement as a Member and executes such documents and instruments as the Managing Member may reasonably request (including, without limitation, amendments to the Certificate of Formation) as may be necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions of this Agreement;

                (iii)    Unless the requirements of this Section 11.6(b)(iii) have been waived by the Managing Member, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Interests;

                (iv)    Unless the requirements of this Section 11.6(b)(iv) have been waived by the Members, the transferee of a Class A Limited Membership Interest or the Managing Membership Interest provides the Company with evidence satisfactory to counsel for the Company that such transferee has made representations equivalent to those contained in Section 8.2 as of the date of the Transfer; and

                (v)    In the event that the transferee of a Membership Interest from any Member is admitted under this Agreement, such transferee shall be deemed admitted to the Company as a substituted Member immediately prior to the Transfer, and with respect to the transferee of the Managing Member, such transferee shall continue the business of the Company without dissolution.