Operating Agreement Template - Manager-Managed Limited Liability Company Page 26
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36that the option period will commence on the later of: (1) the day following the Expiration Date;
or (2) the date of actual notice of the Award.
(b)
If, by reason of the death of a spouse of a Member, any portion of a
Membership Interest is transferred to a Transferee other than (1) that Member or (2) a trust
created for the benefit of that Member (or for the benefit of that Member and any combination
between or among the Member and the Member’s issue) in which the Member is the sole Trustee
and the Member, as Trustee or individually possesses all of the Voting Interest included in that
Membership Interest, then the Member will have the right to purchase the Membership Interest
or portion of it from the estate or other successor of his or her deceased spouse or Transferee of
the deceased spouse, and the estate, successor, or Transferee will sell the Membership Interest or
portion of it at the price set forth in Section 8.8 of this Agreement. If the Member has failed to
consummate the purchase within 180 days after the date of death (the Expiration Date), the
Company and the other Members will have the option to purchase from the estate or other
successor of the deceased spouse the Membership Interest or portion of it under Section 8.6 of
this Agreement, provided that the option period will commence on the later of: (1) the day
following the Expiration Date; or (2) the date of actual notice of the death.
8.6.
On the receipt of Notice by the Manager and the other Members as contemplated
by Sections 8.1, 8.3, and 8.5, and on receipt of actual notice of any Triggering Event as
determined in good faith by the Manager (the date of the receipt is hereinafter referred to as the
“Option Date”), the Manager will promptly cause a Notice of the occurrence of a Triggering
Event to be sent to all Members, and the Company will have the option, for a period ending 30
calendar days following the determination of the purchase price as provided in Section 8.8, to
purchase the Membership Interest in the Company to which the option relates, at the price and on
the terms set forth in Section 8.8 of this Agreement, and the other Members, pro rata in
accordance with their prior Membership Interests in the Company, will then have the option, for
a period of 30 days thereafter, to purchase the Membership Interest in the Company not
purchased by the Company, on the same terms and conditions as apply to the Company. If all
other Members do not elect to purchase the entire remaining Membership Interest in the
Company, then the Members electing to purchase will have the right, pro rata in accordance with
their prior Membership Interests in the Company, to purchase the additional Membership Interest
in the Company available for purchase. The transferee of the Membership Interest in the
Company that is not purchased will hold the Membership Interest in the Company subject to all
of the provisions of this Agreement.
8.7.
Neither the Member whose interest is subject to purchase under this Article, nor
that Member’s Affiliate, will participate in any Vote or discussion of any matter pertaining to the
disposition of the Member’s Membership Interest in the Company under this Agreement.
8.8.
The purchase price of the Membership Interest that is the subject of an option
under Section 8.6. will be the “Fair Option Price” of the interest as determined under this Section
8.8. “Fair Option Price” means the cash price that a willing buyer would pay to a willing seller
when neither is acting under compulsion and when both have reasonable knowledge of the
relevant facts on the Option Date. Each of the selling and purchasing parties will use his, her, or
its best efforts to mutually agree on the Fair Option Price. If the parties are unable to so agree
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