Laserfiche WebLink
DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> their share of Company income and loss for income tax purposes. <br /> ARTICLE VII <br /> TRANSFER AND ASSIGNMENT OF INTERESTS <br /> 7.1 Transfer and Assignment of Interests. No Member shall be entitled to transfer, <br /> assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership <br /> Interest except with the prior written consent of the Manager, which consent may be withheld in <br /> the sole discretion of the Manager. Transfers permitted by the Manager shall be subject to an <br /> administrative fee according to a schedule set forth by the Manager. Transfers in violation of this <br /> Article VII shall only be effective to the extent set forth in Section 7.7 hereof. After the <br /> consummation of any transfer of any part of a Membership Interest under this Article, the <br /> Membership Interest so transferred shall continue to be subject to the terms and provisions of this <br /> Agreement and any further transfers shall be required to comply with all the terms and provisions <br /> of this Agreement. A person who receives a transferred membership interest must execute and <br /> deliver to Company a Joinder Agreement. On amendment of the Members schedule by the <br /> Manager and the satisfaction of any other applicable conditions, such person shall be admitted as <br /> a Member and deemed listed as such on the books and records of Company. <br /> 7.2 Further Restrictions on Transfer of Interests. In addition to other restrictions found <br /> in this Agreement, no Member shall transfer, assign,convey, sell, encumber or in any way alienate <br /> all or part of his or her Membership Interest: (1)without compliance with Section 11.9 hereof, and <br /> (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the <br /> total of all other Membership Interests sold or exchanged in the preceding 12 consecutive months <br /> prior thereto, would cause the termination of Company under the Code, as determined by the <br /> Manager. <br /> 7.3 Substitution of Members. A transferee of a Membership Interest shall have the right <br /> to become a substitute Member only if(1) the requirements of Sections 7.1 and 7.2 hereof relating <br /> to the consent of the Manager, and securities and tax requirements hereof are met, (ii) such Person <br /> executes an instrument satisfactory to the Manager accepting and adopting the terms and <br /> provisions of this Agreement, and (ill) such Person pays any reasonable expenses in connection <br /> with his or her admission as a new Member. The admission of a substitute Member shall not result <br /> in the release of the Member who assigned the Membership Interest from any liability that such <br /> Member may have to Company. <br /> 7.4 Family and Affiliate Transfers. The Membership Interest of any Member may be <br /> transferred, upon consent of the Manager, which shall not be unreasonably withheld, by the <br /> 15 <br />