Operating Agreement Template - Manager-Managed Limited Liability Company Page 25
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36beginning on the day that the Company’s right to purchase expires. Each of the other Members
will have the right to purchase, on the same terms, a part of the interest of the offering Member
in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of
all of the Members who choose to participate in the purchase; provided, however, that the
Company and the participating Members may not, in the aggregate, purchase less than the entire
interest to be sold by the offering Member.
If the Company and the other Members do not exercise their rights to purchase all of the
Membership Interest, the offering Member may, within 90 days from the date the Notice is given
and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest
to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror
under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of
Profits or other compensation and the return of Capital Contribution to which the assigning
Member would have been entitled.
8.4.
On the happening of any of the following events (Triggering Events), the
Company and the other Members will have the option to purchase the Membership Interest of a
Member (Selling Member) at the price and on the terms provided in Section 8.8 of this
Agreement:
(a)
The death, incapacity, bankruptcy, or withdrawal of a Member, or the
winding up and dissolution of a corporate Member, or the merger or other corporate
reorganization of a corporate Member as a result of which the corporate Member does not
survive as an entity;
(b)
The failure of a Member to make the Member’s Capital Contribution
under the provisions of Article III of this Agreement;
(c)
The occurrence of any other event that is, or that would cause, a Transfer
in contravention of this Agreement.
Each Member agrees to promptly give Notice of a Triggering Event to the Manager.
8.5.
Notwithstanding any other provisions of this Agreement:
(a)
If, in connection with the divorce or dissolution of the marriage of a
Member, any court issues a decree or order that transfers, confirms, or awards a Membership
Interest, or any portion of it, to that Member’s spouse (an “Award”), then, notwithstanding that
the transfer would constitute an unpermitted Transfer under this Agreement, that Member will
have the right to purchase from his or her former spouse the Membership Interest, or portion of
it, that was so transferred, and the former spouse will sell the Membership Interest or portion of
it to that Member at the price set forth below in Section 8.8 of this Agreement. If the Member
has failed to consummate the purchase within 180 days after the court Award (the Expiration
Date), the Company and the other Members will have the option to purchase from the former
spouse the Membership Interest or portion of it under Section 8.6 of this Agreement, provided
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