Limited Liability Company Agreement Template Page 11
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19Member, without any action of any person or entity and simultaneously with the Member's
ceasing to be a member of the Company, automatically be admitted to the Company as a Special
Member, and shall continue the Company without dissolution, and (b) the personal
representative of such Member is hereby authorized to, and shall, within 90 days after the
occurrence of the event that terminated the continued membership of such Member in the
Company, appoint a person or entity as a substitute member of the Company (the "Substitute
Member"). The Special Member may not resign from the Company or transfer its rights as
Special Member unless a successor Special Member has been admitted to the Company as
Special Member by executing a counterpart to this Agreement; provided, however, the Special
Member shall automatically cease to be a member of the Company upon the admission to the
Company of a Substitute Member. The Special Member shall be a member of the Company that
has no interest in the profits, losses and capital of the Company and has no right to receive any
distributions of Company assets. The Special Member shall not be required to make any capital
contributions to the Company and shall not receive a limited liability company interest in the
Company. The Special Member, in its capacity as Special Member, shall not have the right to
vote on, approve or otherwise consent to any action by, or matter relating to, the Company,
including, without limitation, the merger, consolidation or conversion of the Company. Upon
the occurrence of any event that causes the last remaining member of the Company to cease to be
a member of the Company, to the fullest extent permitted by law, the personal representative of
such member is hereby authorized to, and shall, within 90 days after the occurrence of the event
that terminated the continued membership of such member in the Company, agree in writing (i)
to continue the Company, and (ii) to the admission of the personal representative or its nominee
or designee, as the case may be, as a substitute member of the Company, effective as of the
occurrence of the event that terminated the continued membership of the last remaining member
of the Company in the Company.
(h)
Violations of Law. Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not be required to make a distribution to the Member on account of
its interest in the Company if such distribution would violate Section 18-607 of the Act or any
other applicable law.
A RTICLE III.
MEMBERSHIP
3.01
Member.
The Member of the Company is ______________ LLC, a Delaware limited liability
company, who is admitted to the Company as a member effective as of the date hereof.
3.02
Information.
In addition to the other rights specifically set forth in this Agreement and the Act, the
Member is entitled to all information to which the Member is entitled to have access pursuant to
section 18-305 of the Act under the circumstances and subject to the conditions therein stated.
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