10.1. SR 02-05-2018 - Laserfiche WebLink

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(c) In the event that such offer shall not be accepted by written notice no later than thirty days after the date of the mailing of the offer by either the LLC or the other Members, whoever shall have offered the Interests shall be free to sell his or her Interests to any other person, firm, or entity, subject to any restrictions in the Articles of Organization, Operating Agreement, or other governing documents, except that the subsequent transfer of such Interests shall not be on different terms more favorable to the transferee than the terms upon which the transfer was initially offered to the LLC or other Members. (d) If, within thirty days after the expiration of the thirty -day period referred to in the preceding paragraph, the Member offering to sell his or her Interests shall fail to consummate a sale thereof to any other purchaser, then no sale of such shares may be made thereafter by the offeror without again reoffering the same to the LLC or the other Members in accordance with the provisions of this paragraph. (e) Each Interest Certificate issued by the LLC to the Members, if any, shall bear an appropriate legend that the transfer of such Interests is restricted by the provisions of this Agreement. Any purchaser shall be bound by the terms of this Member Control Agreement. 7.3 Redemption of Interests on Deatly Upon the death or dissolution of any Member (or any partner if the Member is a partnership or limited partnership), the LLC shall offer to purchase and the legal representative and any other Member, or other person who has an ownership interest in the Interests owned by the deceased Member, shall each offer to sell the entire Interest they may have in the Interests. The purchase price of such Interests shall be computed and paid in accordance with the provisions of this Agreement. 7.4 Determination of Purchase Price and Payment for Redemption. (a) The price for Interests purchased pursuant to this Agreement shall be the Interest's net worth in the LLC, adjusted to reflect the fair market value of the LLC's contracts and potential contracts, of the LLC at the close of the fiscal quarter immediately preceding the occurrence of the event giving rise to the purchase. The Interest's net worth shall be determined by unanimous agreement in writing agreed to within. 90 days of the date of death among the Members, or if they cannot agree or there is no agreement within such 90 day period of the date of death, by a licensed commercial appraiser selected by the LLC, in accordance with the accounting principles generally applied by the LLC. (b) If the selling Member's estate does not agree with the purchase price determined by the accountant selected by the LLC, the selling Member's estate shall select an independent licensed commercial appraiser who shall, jointly with the accountant selected by the LLC, determine the purchase price of the Interests according to the terms of the preceding paragraph. In the event such appraisers cannot agree on the purchase price, a third independent licensed commercial appraiser will be ordered by the 1't lien holder. The purchase price determined by a majority of the three appraisals shall be final and binding. C) (c) In the event of the Member's death (as defined above) the LLC shall pay to the Member's legal representative, for application upon the purchase price of E3