Operating Agreement Template - Manager-Managed Limited Liability Company Page 27
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36within 30 days of the Option Date, the selling party will appoint, within 40 days of the Option
Date, one appraiser, and the purchasing party will appoint within 40 days of the Option Date, one
appraiser. The two appraisers will within a period of 5 additional days, agree on and appoint an
additional appraiser. The three appraisers will, within 60 days after the appointment of the third
appraiser, determine the Fair Option Price of the Membership Interest in writing and submit their
report to all the parties.
The Fair Option Price will be determined by disregarding the appraiser’s valuation that
diverges the most from each of the other two appraisers’ valuations, and the arithmetic mean of
the remaining two appraisers’ valuations will be the Fair Option Price. Each purchasing party
will pay for the services of the appraiser selected by it, plus one-half of the fee charged by the
third appraiser, and one-half of all other costs relating to the determination of Fair Option Price.
The Fair Option Price as so determined will be payable in cash.
8.9.
Except as expressly permitted under Section 8.2, a prospective transferee (other
than an existing Member) of a Membership Interest may be admitted as a Member with respect
to the Membership Interest (Substituted Member) only: (a) on the unanimous Vote of the other
Members in favor of the prospective transferee’s admission as a Member; and (b) on the
prospective transferee’s executing a counterpart of this Agreement as a party to it.
Any
prospective transferee of a Membership Interest will be deemed an Assignee, and, therefore, the
owner of only an Economic Interest until the prospective transferee has been admitted as a
Substituted Member. Except as otherwise permitted in the Act, any such Assignee will be
entitled only to receive allocations and distributions under this Agreement with respect to the
Membership Interest and will have no right to Vote or exercise any rights of a Member until the
Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted
Member, the Assigning Member will continue to be a Member and have the power to exercise
any rights and powers of a Member under this Agreement, including the right to Vote in
proportion to the Percentage Interest that the Assigning Member would have had if the
assignment had not been made.
8.10. Any person admitted to the Company as a Substituted Member will be subject to
all the provisions of this Agreement that apply to the Member from whom the Membership
Interest was assigned, except that the assigning Member will not be released from liabilities as a
Member solely as a result of the assignment, both with respect to obligations to the Company
and to third parties incurred before the assignment.
8.11. The initial sale of Membership Interests in the Company to the Initial Members
has not been qualified or registered under the securities laws of any state, including California, or
registered under the Securities Act of 1933, in reliance on exemptions from the registration
provisions of those laws. Notwithstanding any other provision of this Agreement, Membership
Interests may not be Transferred unless registered or qualified under applicable state and federal
securities laws unless, in the opinion of legal counsel satisfactory to the Company, qualification
or registration is not required. A Member who desires to transfer a Membership Interest will be
responsible for all legal fees incurred in connection with that opinion.
ARTICLE IX: DISSOLUTION AND WINDING UP
26
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