Llc Operating Agreement (Sample) (Page 16 of 32) in pdf

Section 7.4 Rights of Transferee to Become Member. Except as specifically provided in Sections (b)

and (c) below, the transferee of an Interest in accordance with this Section 7 shall not, merely by virtue of

being an Interest Holder, have the right to: (i) become a Member; or (ii) exercise any rights of a Member

other than those specifically pertaining to the ownership of an economic interest in the Company.

Subject to the provisions of Sections 2.4 and 3.1 hereof, the transferee of a Class A Interest may become

a Member only upon the prior written consent of a Majority in Interest of all the non-transferring Class A

Members, whose consent may be withheld for any reason in its sole discretion.

The transferee of any Interest other than a Class A may become a Member only upon the prior written

consent of the Manager, whose consent may be withheld for any reason in its sole discretion.

Section 7.5 Restriction on Potential Class B Interests. An Interest Holder of a potential Class B

Interest shall have no right to Transfer all or any portion of its Class B Interest without obtaining the

prior written consent of the Manager, which consent may be withheld for any reason in the Manager’

sole discretion.

Section 7.6 Reasonableness of Restrictions: Void Transfers. Each Interest Holder acknowledges that

the restrictions described in this Section 7 are reasonable in view of the purposes of the Company and the

relationship of the Members. Any Transfer of an Interest that does not fully comply with all applicable

provisions of this Agreement shall be null and void and without effect, ab initio. Any Person who claims

to be the transferee of an Interest, or any Person to whom rights attributable to any such Interest are

attempted to be transferred in violation of this Section, shall not be entitled to: vote on matters coming

before the Members, participate in the management of the Company, act as an agent of the Company,

receive distributions from the Company or have any other rights in or with respect to such Interest.

Section 7.7 Enforceability. It is recognized by the parties that the provisions of this Section 7 are of

particular importance for the protection and promotion of their existing and future interests. The parties

further acknowledge that the relationship of all of the Members is and will be such that, in the event of

any breach of the restrictions and procedures set forth in this Agreement, a claim for monetary damages

may not constitute adequate remedy and that irreparable damage would result if this Agreement were not

enforced. If any dispute arises concerning the Transfer of an Interest in the Company, a preliminary

restraining order and an injunction may be issued to restrain the Transfer pending determination of the

controversy. Should any controversy arise concerning the right or obligation to purchase or sell any

Interest in the Company, such right or obligation shall be enforceable in a court by a decree of specific

performance. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other

remedy that the parties may have. No objection to the form of action or to the relief prayed for in any

proceeding for the specific performance of this Agreement shall be raised by any party, in order that such

relief may be obtained by the other party or parties not in breach hereunder.

Section 8: Cessation of Membership

Section 8.1 Voluntary Withdrawal. No Member or Interest Holder shall be entitled to Voluntarily

Withdraw from the Company prior to the termination of the Company. No Member or Interest Holder

shall be entitled to receive the fair market value of its Interest in the Company at any time prior to the

termination of the Company except to the extent otherwise provided in Section 9.3 hereof upon the

dissolution and winding up of the affairs of the Company.

Section 8.2 Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary Withdrawal

of a Member, the successor or legal representative of such Member shall not become a Member, but shall

become an Interest Holder entitled to such rights (economic and otherwise) provided under the Act to the

assignee of an interest in a limited liability company, except that such successor shall not be entitled to

receive in liquidation of the Interest, pursuant to the Act, the fair market value of the Member’s Interest

as of the date of the Member’s Involuntary Withdrawal from the Company.

Llc Operating Agreement (Sample) Page 16

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