Transfer Upon Death of Individual Member Sample Clauses

Transfer Upon Death of Individual Member. Provided that, in accordance with subparagraph (d) of Section 17.1 of this Operating Agreement, such event does not cause the Company to be dissolved, and subject to the terms and provisions of Section 14.2 and Section 14.5 of this Operating Agreement, within a period beginning with the death of any individual Member (a “Decedent Individual Member”) and ending ONE HUNDRED EIGHTY (180) days after the qualification of the Decedent Individual Member’s executor or administrator, the Company shall have the right and option, but no obligation, to purchase all, and only all, of the Decedent Individual Member’s Membership Interest for the purchase price determined under Section 14.8 of this Operating Agreement and, subject to the remaining terms and provisions of this Section 14.6, under the terms and provisions of Section 14.9 of this Operating Agreement; provided, however, that such option and right to purchase of the Company shall be NULL and VOID if the sale to the Company of the Membership Interest of the Decedent Individual Member would result in the Company having only ONE (1) Member. Whether or not the Company shall exercise such option and right to purchase shall be determined by the vote or written consent of the Members holding more than FIFTY PERCENT (50%) of the outstanding Membership Voting Interests, excluding the outstanding Membership Voting Interests held by the Decedent Individual Member. Within FIVE (5) days after the Company’s failure or election not to exercise the Company’s option and right to purchase provided by this Section 14.6 (for any reason, including that such right and option is NULL and VOID under the immediately-preceding paragraph hereof), the Board of Managers shall forward to each of the Members a notice of the Decedent Individual Member’s death together with a statement that the Company has failed or elected not to exercise the Company’s option and right to purchase (such statement of the Company, for the purposes of this Section 14.6, the “Company’s Statement”), who collectively and individually then shall have the right and option, but no obligation, to purchase all, and only all, of the Decedent Individual Member’s Membership Interest for the purchase price determined under Section 14.8 of this Operating Agreement and under the terms and provisions of Section 14.9 of this Operating Agreement. Any Member desiring to acquire all or a portion of the Membership Interest of the Decedent Individual Member shall deliver to the Boa...