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Remaining Members elect to either buy out the Withdrawn Member's Membership Interest pursuant <br /> to the provisions of Section 7.3 below or to dissolve the Company pursuant to C.R.S. 7-80-801 et. <br /> seq. In lieu of the foregoing notice from the Withdrawn Member, the Company or Remaining <br /> Members shall give notice to the Withdrawn Member triggering an election to either buy out the <br /> Withdrawn Member's Membership Interest or to dissolve the Company. Upon such notice, the <br /> Withdrawn Member's Membership Interest shall cease and terminate,and the Withdrawn Member <br /> shall only be entitled to the payments described in Sections 7.3 or 7.4. <br /> 7.2.1 Election to Buy or Dissolve. The election to either buy out the Withdrawn <br /> Member's Membership Interest or to dissolve,pursuant to C.R.S.7-80-801 et.seq., shall be <br /> made within 30 days after the Effective Date of the notice given by the Withdrawn Member <br /> (or any Remaining Member if notice is being given to a Member for expulsion or <br /> bankruptcy). Said election shall be made by a majority vote of the Remaining Members. <br /> 7.2.1.1 If the Remaining Members elect to continue the business by <br /> purchasing the Withdrawn Member's Membership Interest,no dissolution shall occur. The <br /> Remaining Members shall continue the business of the Company and purchase the <br /> Withdrawn Member's Membership Interest on the terms set forth in Section 7.3 below. The <br /> Company's decision to purchase the Withdrawn Member's Membership Interest shall take <br /> precedence over any Remaining Member's decision to purchase such Membership Interest. <br /> 7.2.1.2 If the Remaining Members elect to dissolve the Company, the <br /> Remaining Members shall promptly cease doing business and dissolve the Company <br /> pursuant to C.R.S. 7-80-801 et.seq. and Section 7.4 below. <br /> 7.2.2 Notice. The notice referenced in Section 7.2 above shall be by certified mail, <br /> return receipt requested,to the address of each Member on the books of the Company,or by <br /> personal delivery. If the notice is from a Withdrawn Member, the notice shall be given to <br /> the Company at its address and individually to all Remaining Members. In the event of the <br /> death of a Member,the notice shall be given by or given to the executor or administrator of <br /> the decedent, or, if at the time of such notice no legal representative has been appointed,to <br /> any one of the known legal heirs of the decedent at the last known address of such heir. <br /> 7.2.3 Effective Date. The"Effective Date"shall be the date the notice,identified in <br /> paragraph 7.2, is postmarked or hand delivered to the recipient. If there is more than one <br /> notice to be mailed or delivered,the Effective Date shall be the date of the last postmark or <br /> delivery to occur. <br /> 9 <br />