Operating Agreement Template Page 11
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16ARTICLE 8
Restrictions on Transfer of Membership Interest; Admission of New Members
8.1 No Collateral Assignment, Pledge or Encumbrance of Interests. No Member may
collaterally assign, pledge or encumber all or any part of his, her or its Membership Interest, in
any manner, whether voluntarily or involuntarily, by operation of law or otherwise.
8.2 Sales and Transfers to Other Members. No Member may sell or transfer any
Membership Interest to any person or entity other than another existing Member, the Company
or a person approved for admission as a Member pursuant to Section 8.3 below.
8.3 Admission of New Members. New Members shall be admitted upon the affirmative
vote of a majority of all of the Members, and shall receive such Membership Interest, for such
capital contribution, as the Members may determine. Each new Member, whether receiving a
newly created Membership Interest or a transferred Membership Interest, must agree in writing
to be bound by the terms of this Operating Agreement as a condition to becoming a Member.
ARTICLE 9
Dissolution and Winding Up
9.1 Dissolution. Upon an event triggering dissolution, the Company shall wind up its
business.
9.2 Winding Up; Liquidation and Distribution of Assets.
(a)
Upon dissolution, the Members shall immediately proceed to wind up the
affairs of the Company in accordance with the requirements of the Act and other
applicable law. In furtherance of the winding up of the Company, the Members
shall:
(i)
sell or otherwise liquidate all of the Company's assets as
promptly as practicable (except to the extent the Members may determine
to distribute any assets to themselves in kind);
(ii)
discharge or make reasonable provision for all liabilities of
the Company, including liabilities to Members who are also creditors,
other than liabilities to Members for distributions and the return of capital,
and establish such reserves as may be reasonably necessary to provide for
contingent liabilities of the Company (for purposes of determining the
capital accounts of the Members, the amount of such reserves shall be
deemed to be an expense of the Company).
(iii)
distribute the remaining assets of the Company in the
following order of priority:
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