Limited Liability Company Agreement
6. notices.
6.1 all notices or other communications required under this agreement or given in connection herewith shall be in writing and shall either be delivered personally, in which event the effective date shall be the date of delivery, or shall be sent by united states mail addressed as hereinafter set forth, postage prepaid, registered or certified, return receipt requested, in which event the effective date shall be the delivery or refusal date as specified on the return
receipt. unless otherwise directed by notice in writing, all notices shall be addressed as follows:
(a) to the company at:
aaa, llc
address: _________
attention: _________
(b) to the unit holder at:
the address of the unit holder set forth on the transfer records of fff.
7. termination.
7.1 notwithstanding any provision herein to the contrary, this agreement shall terminate, and neither party shall have any further obligation to the other, upon the occurrence of any of the following events:
(a) permanent cessation of the company's business.
(b) the insolvency, receivership or dissolution of the company.
(c) the voluntary written agreement of fff, upon the approval of its board of directors, and the unit holder.
(d) the occurrence of both:
(i) the conversion of the company to a corporation, and
(ii) the consummation of an underwritten public offering of shares of common stock of the successor corporation to the company.
(e) any merger or consolidation to which the company is a party, except for a merger in which after giving effect to such merger, the holders of a majority of the company's voting interests (as defined in the company's limited liability company agreement) immediately prior to the merger shall continue to own a majority of the voting interests in the surviving corporation, (b) any transaction or series of related transactions in which more than 50% of the company's voting interests are transferred, or (c) a sale or other disposition of all or substantially all of the company's assets.
(f) _________(m,d,y).
8. specific enforcement.
8.1 because of the unique value of the units, in addition to any other remedies which fff may have upon the breach of the agreements contained herein, the obligations of the unit holder shall be specifically enforceable.
9. company limited liability company agreement.
9.1 unit holder hereby understands and acknowledges that such unit holder has read and understands the llc agreement and has had ample opportunity to consult with such unit holder's legal and tax advisor prior to signing this