Form Il-00llc-1 - Llc Operating Agreement Page 11
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21Such consent shall only be given if the proceeds of the encumbrance are contributed to the
LLC to respond to a cash call of the LLC.
33.
Sale of Interest. A Member can sell his LLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she
shall give written notice to the LLC of his desire to sell all or part of his/her interest and
must first offer the interest to the LLC. The LLC shall have the option to buy the offered
interest at the then existing Set Price as provided in this Agreement. The LLC shall have
thirty (30) days from the receipt of the assigning Member's notice to give the assigning
Member written notice of its intention to buy all, some, or none of the offered interest. The
decision to buy shall be made by a majority of the other Members. Closing on the sale shall
occur within sixty (60) days from the date that the LLC gives written notice of its intention
to buy. The purchase price shall be paid in cash at closing unless the total purchase price is
in excess of $_______________ in which event the purchase price shall be paid in twelve
(12) equal quarterly installments beginning with the date of closing. The installment
amounts shall be computed by applying the following interest factor to the principal amount:
interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing
under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d),
or any successor provision.
(b) To the extent the LLC does not buy the offered interest of the Member,
the other Members shall have the option to buy the offered interest at the Set Price on a pro
rata basis based on the Members' percentage interests at that time. If Member does not
desire to buy up to his/her proportional part, the other Members can buy the remaining
interest on the same pro rata basis. Members shall have fifteen (15) days from the date the
LLC gives its written notice to the selling Member to give the selling Member notice in
writing of their intention to buy all, some, or none of the offered interest. Closing on the
sales shall occur within sixty (60) days from the date that the Members give written notice of
their intention to buy. The purchase price from each purchasing Member shall be paid in
cash at closing.
(c) To the extent the LLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member. The selling Member must
close on the assignment within ninety (90) days of the date that he gave notice to the LLC.
If he does not close by that time, he must again give the notice and options to the LLC and
the LLC Members before he sells the interest.
(d) A non-member purchaser of a member’s interest cannot exercise any
rights of a Member unless a majority of the non-selling Members consent to him becoming a
Member. The non-member purchaser will be entitled, however, to share in such profits and
losses, to receive such distributions, and to receive such allocation of income, gain, loss,
deduction, credit or similar items to which the selling member would be entitled, to the
extent of the interest assigned, and will be subject to calls for contributions under the terms
of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be
subject to all the terms of this Agreement as if he were a Member.
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