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admission of such transferee as a Member of the Company shall be deemed to occur <br />immediately preceding the withdrawal of the transferring Member with the effect that, in <br />connection with such transfer, there shall at all times be at least one Member of the Company. <br />c. The Board of Directors shall amend Schedule A hereto from <br />time to time to reflect transfers made in accordance with, and as permitted under, this <br />Section 9. Any purported transfer in violation of this Section 9 shall be null and void and shall <br />not be recognized by the Company. <br />10. Resignation. No Member shall have the right to resign from the <br />Company except with the consent of all of the Members and upon such tetins and conditions <br />as may be specifically agreed upon between the resigning Member and the remaining <br />Members. The provisions hereof with respect to distributions upon resignation aze exclusive <br />and no Member shall be entitled to claim any further or different distribution upon resignation <br />under Section 18-604 of the Act or otherwise. <br />11. Allocations and Distribution. Distnbutions of cash or other assets of <br />the Company shall be made at such times and in such amounts as the Members may determine. <br />Distributions shall be made to (and profits and losses of the Company shall be allocated <br />among) Members p~ rat in accordance with each of their ProSt Sharing Interests, or in such <br />other manner and in such amounts as all of the Members shall agree from time to time and <br />which shall be reflected in the books and records of the Company. <br />12. Return of Capital. No Member has the right to receive any <br />distributions which include a return of all or any part of such Member's capital contribution, <br />. provided that upon the dissolution and winding up of the Company, the assets of the <br />Company shall be distributed as provided in Section 18-804 of the Act. <br />-4- <br />