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<br />instruments as may be required by the remaining Members. Unless agreed to by the remaining <br />Members, the admitted Member shall not have the right to vote on any Membership matter unless <br />and until all three of the originaf Members and signatories hereto have sold their Interests and. at <br />such time, all Members shall again have voting rights.. <br /> <br />6.05 Transfers Of Equity Interests WIthin Members As Entities. <br /> <br />Notwithstanding the foregoing provisions of this Article VI, the indi,,'idual owner5 of equity <br />interests in any of the entities making up the three Members may convey equity interests within <br />each Member by assignment to immediate family or a trust the beneficiaries befng immediate <br />family without the permission of the other Members.. If and when such assignments of equity <br />interests representing 51 % Of more of the Member '5 original persons making up the respective <br />equity interests the right to vote associated with such Members's Membership Interest in the <br />Company shall terminate unless and until the last of the three original Members also loses its <br />right to vote and; at such time, aU Members shall again have voting rights. <br /> <br />ARncLE VII <br />DISSOLUTION <br /> <br />7.01. Event of Dissolution. <br /> <br />The Company shall continue until terminated upon the unanimous vote of the voting <br />Members. <br /> <br />7.02. Final Accollntingand Liquidation. <br /> <br /><a) Upon the dissolution of the Company as provided in Section 7.01, a proper account <br />shaD be made by the Company's independent public accountants from the date of the previous <br />accounting to the date of dissolution. <br /> <br />(b) Upon the dissolution of the Company as provided in Section 7.01. the Members shall <br />appoint an individual to act as liquidator to wind up the Company. The liquidator shaU have full <br />power and authority to sell, assign and encumber any or an of the Company's assets and to wind <br />up and liquidate the affairs of the Company. <br /> <br />(e) DisIribution of the Company's as.sets upon liquidation shall made in the following Older <br />of priority: <br /> <br />1. first, to the payment and discharge of, or resetV8tion for, aft of the <br />Company's debts and liabilities in the order or priority as provided by taw; <br /> <br />2. second, to the payment to a resenre fund for contingent liabifities to the <br />extent deemed reasonable by the liquidator; <br /> <br />-10- <br />