Interests in Member. A Member that is not a natural person may not cause or permit an ownership interest, direct or indirect, in itself to be disposed of if, after the disposition: (a) the Company would be considered to have terminated within the meaning of Code Sec. 708; or (b) without the written consent of the Manager(s) and a Majority Interest, that Member shall cease to be controlled by substantially the same Persons who controlled it as of the date of the Member's admission to the Company. For a period of 120 days after notice to the Company of any Member's breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's Membership Interest, at the price determined in accordance with Paragraph 5.03(j)(i)(2). The breaching Member shall deliver documents satisfactory to the Company conveying his or her Membership Interest free and clear of all liens, claims and encumbrances, any of which may be paid out of the purchase price, with the remainder, if any, paid to the breaching Member. If the purchase price is insufficient to satisfy any such liens, the breaching Member shall discharge the balance.
Appears in 2 contracts
Samples: Operating Agreement (Accelera Innovations, Inc.), Operating Agreement (Accelera Innovations, Inc.)
Interests in Member. A Member that is not a natural person may not cause or permit an ownership interest, direct or indirect, in itself to be disposed of ifsuch that, after the disposition: , (a) the Company would be considered to have terminated within the meaning of Code Sec. 708; §708 or (b) without the written consent of the Manager(s) and a Majority Interestother Members, that Member shall cease to be controlled by substantially the same Persons who controlled control it as of the date of the Member's ’s admission to the Company. For a period of 120 one hundred twenty (120) days after notice to the Company of any Member's ’s breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's ’s Membership Interest, at the price determined in accordance with Paragraph 5.03(j)(i)(2)§8.3(i)(1)(B) above. The breaching Member shall deliver documents satisfactory to the Company conveying his or her Membership its Interest free and clear of all liens, claims claims, and encumbrances, any of which may be paid out of the purchase price, with the remainder, if any, paid to the breaching selling Member. If the purchase price is insufficient to satisfy any such liens, the breaching selling Member shall discharge the balance.
Appears in 1 contract
Samples: Operating Agreement
Interests in Member. A Member that is not a natural person may not cause or permit an ownership interest, direct or indirect, in itself to be disposed of if, after the disposition: (a) the Company would be considered to have terminated within the meaning of Code Sec. 708; or (b) without the written consent of the Manager(s) Managers and a Majority Interest, that Member shall cease to be controlled by substantially the same Persons who controlled it as of the date of the Member's admission to the Company. For a period of 120 days after notice to the Company of any Member's breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's Membership Interest, at the price determined in accordance with Paragraph Section 5.03(j)(i)(2). The breaching Member shall deliver documents satisfactory to the Company conveying his or her its Membership Interest Interest, free and clear of all liens, claims and encumbrances, any of which may be paid out of the purchase price, with the remainder, if any, paid to the breaching Member. If the purchase price is insufficient to satisfy any such liens, the breaching Member shall discharge the balance.
Appears in 1 contract
Samples: Operating Agreement
Interests in Member. A Member that is not a natural person may not cause or permit an ownership interest, direct or indirect, in itself to be disposed of ifsuch that, after the disposition: , (a) the Company would be considered to have terminated within the meaning of Code Sec. §708; or (b) without the written consent of the Manager(s) and a Majority Interest, other Members that Member shall cease to be controlled by substantially the same Persons who controlled control it as of the date of the Member's ’s admission to the Company. For a period of 120 days after notice to the Company of any Member's ’s breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's ’s Membership Interest, at the price determined in accordance with Paragraph 5.03(j)(i)(2Section 9.39.3(i)9.3(i)(1)(B). The breaching Member shall deliver documents satisfactory to the Company conveying his or her Membership its Interest free and clear of all liens, claims claims, and encumbrances, any of which may be paid out of the purchase price, with the remainder, if any, paid to the breaching selling Member. If the purchase price is insufficient to satisfy any such liens, the breaching selling Member shall discharge the balance.
Appears in 1 contract
Samples: Operating Agreement