Fillable California Llc Operating Agreement Template (Page 7 of 16) in pdf

receipt by the Company of the Offering Notice, the Company shall notify the Offering Member in

writing (the “Company Notice”), whether or not the Company shall accept the Offer and shall

purchase all but not less than all of the Offered Interest. If the Company accepts the Offer to

purchase the Offered Interest, the Company Notice shall fix a closing date not more than twenty-five

(25) days (the “Company Closing Date”) after the expiration of the Company Offer Period.

In the event the Company decides not to accept the Offer, the Offering Member or the Company, at

his or her or its election, shall, by written notice (the “Remaining Member Notice”) given within that

period (the “Member Offer Period”) terminating ten (10) days after the expiration of the Company

Offer Period, make the Offer of the Offered Interest to the other Voting Members, each of whom

shall then have a period of twenty-five (25) days (the “Member Acceptance Period”) after the

expiration of the Member Offer Period within which to notify in writing the Offering Member

whether or not he or she intends to purchase all but not less than all of the Offered Interest. If two (2)

or more Voting Members of the Company desire to accept the Offer to purchase the Offered Interest,

then, in the absence of an agreement between them, such Voting Members shall have the right to

purchase the Offered Interest in proportion to their respective Percentage Voting Interests. If the

other Voting Members intend to accept the Offer and to purchase the Offered Interest, the written

notice required to be given by them shall fix a closing date not more than sixty (60) days after the

expiration of the Member Acceptance Period (hereinafter referred to as the “Member Closing Date”).

The aggregate dollar amount of the Transfer Purchase Price shall be payable in cash on the Company

Closing Date or on the Member Closing Date, as the case may be, unless the Company or the

purchasing Voting Members shall elect by written notice that is delivered to the Offering Member,

prior to or on the Company Closing Date or the Member Closing Date, as the case may be, to

purchase such Offered Interest in four (4) equal annual installments, with the first installment being

due on the Closing Date.

If the Company or the other Voting Members fail to accept the Offer or, if the Offer is accepted by

the Company or the other Voting Members and the Company or the other Voting Members fail to

purchase all of the Offered Interest at the Transfer Purchase Price within the time and in the manner

specified, then the Offering Member shall be free, for a period (hereinafter referred to as the “Free

Transfer Period”) of sixty (60) days from the occurrence of such failure, to transfer the Offered

Interest to a Transferee; provided, however, that if all of the other Voting Members other than the

Offering Member do not approve of the proposed transfer by unanimous written consent, the

Transferee of the Offered Interest shall have no right to become a Member or to participate in the

management of the business and affairs of the Company as a Member or Manager, and shall only

have the rights of an Assignee and be entitled to receive the share of profits and the return of capital

to which the Offering Member would otherwise have been entitled. A Transferee shall be admitted

as a Member of the Company, and as a result of which he or she shall become a substituted Member,

with the rights that are consistent with the Membership Interest that was transferred, only if such

new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Company his

required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by

becoming a party hereto.

If the Offering Member shall not transfer the Offered Interest within the Free Transfer Period, his or

her right to transfer the Offered Interest free of the foregoing restrictions shall thereupon cease and

terminate.

6.4 Involuntary Transfer of a Membership Interest. A creditor’s charging order or lien on a

Member’s Membership Interest, bankruptcy of a Member, or other involuntary transfer of Member’s

Membership Interest, shall constitute a material breach of this Agreement by such Member. The

creditor, transferee or other claimant, shall only have the rights of an Assignee, and shall have no right

to become a Member, or to participate in the management of the business and affairs of the Company

as a Member or Manager under any circumstances, and shall be entitled only to receive the share of

California Llc Operating Agreement Template Page 7

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