Texas Limited Liability Company Operating Agreement Page 6
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11ARTICLE VII
Transfers
7.1
ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise
dispose of all or any part of its interest in the Company, Member shall comply
with the following procedures:
(a) First make a written offer to sell such interest to the other Member(s) at a
price determined in writing. At this point exiting member may not make this
intention publicly known. If such other Members decline or fail to elect such
interest within sixty (60) days, the exiting member may advertise its membership
interest for sale as it sees fit.
(b) If a member has a buyer of members interest, the other current member(s)
have first right of refusal to purchase the exiting members interest for the agreed
purchase price. If there are more than one current remaining members,
remaining members may combine funds to purchase the exiting members
interest. Exiting member must show that potential purchaser has full certified
funds, or the ability to get full certified funds before the first right of refusal period
starts. Current members have 60 days to buy exiting members interest if they so
desire.
(c) Pursuant to the applicable law, current members may unanimously approve
the sale of exiting members’ interests to grant full membership benefits and
functionality to the new member. The current remaining members must
unanimously approve the sale, or the purchaser or assignee will have no right to
participate in the management of the business, affairs of the Company, or
member voting rights. The purchaser or assignee shall only be entitled to receive
the share of the profits or other compensation by way of income and the return of
contributions to which that Member would otherwise be entitled. Exiting member
must disclose to buyer or assignee if current members will not approve the sale.
7.2
VALUATION OF EXITING MEMBERS INTEREST. If a member wants to exit
the LLC, and does not have a buyer of its membership interest, exiting member
will assign its interest to current members according to the following set forth
procedures:
(a) A value must be placed upon this membership interest before assigned.
(b) If exiting member and current members do not agree on the value of this
membership interest, exiting member must pay for a certified appraiser to
appraise the LLC company value, and the exiting members’ value will be
assigned a value according to the exiting members’ interest percentage.
Operating Agreement - 6
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