- 95 -
of the prohibition contained in this Section 6.1 shall
be deemed invalid, null and void, and of no force or
effect. Any Person to whom Membership Rights are
attempted to be transferred in violation of this
Section 6.1. 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 the
Membership Rights.
6.1.4. Right of First Offer.
6.1.4.1. If an Interest Holder (a
“Transferor”) desires to Transfer all or any portion
of, or any interest or rights in, the Transferor’s
Interest (the “Transferor Interest”), the Transferor
shall notify the Company of that desire (the “Transfer
Notice”). The Transfer Notice shall describe the
Transferor Interest. The Company shall have the option
(the “Purchase Option”) to purchase all of the
Transferor Interest for a price, (the “Purchase
Price”), equal to the Transferor’s Percentage times
Appraised Value.
6.1.4.2. The Purchase Option shall be
and remain irrevocable for a period (the “Transfer
Period”) ending at 11:59 p.m. local time at the
Company’s principal office on the thirtieth (30th) Day
following the date the Transfer Notice is given to the
Company.
6.1.4.3. At any time during the
Transfer Period, the Company may elect to exercise the
Purchase Option by giving written notice of its
election to the Transferor. The Transferor shall not
be deemed a Member for the purpose of voting on whether
the Company shall elect to exercise the Purchase
Option.
6.1.4.4. If the Company elects to
exercise the Purchase Option, the Company’s notice of
its election shall fix a closing date (the “Transfer
Closing Date”) for the purchase, which shall not be
earlier than five (5) days after the date of the notice
of election or more than thirty (30) days after the
expiration of the Transfer Period.
Page: Previous 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 Next
Last modified: March 27, 2008