Option to purchase company interests

(1) Unless otherwise provided in the operating agreement, in the event that any member desires to dispose of all or any portion of his member interest to a third party, (in which event such transferring member shall give written notice to each non- transferring member of such desire to dispose of his member interest and the terms and conditions upon which such interest is proposed to be disposed), such member shall sell such member interest as hereinafter set forth. This section shall not apply to transfers described in section 54(3) of this Act. (2) The non-transferring members shall have the right, but not the obligation, to purchase all, but not less than all, of the transferring member’s interest offered for sale. (3) The option granted pursuant to this section shall only be effective if the non-transferring members elect to purchase all of the transferring member’s interest offered for sale. A majority-in-interest of the non-transferring members may elect to have the company, in lieu of the non-transferring members, purchase all of such transferring member’s interest offered for sale in which event the company shall purchase such member interest as set forth in this section and references to the purchasing members shall be deemed references to the (4) Such option shall be exercised by notice to the transferring member within ninety (90) days after the receipt of the transferring member’s notice. (5) Unless otherwise provided in the operating agreement, the purchase price for the member interest of the transferring member purchased by the other members shall be that price and upon such terms and conditions as offered to a third party. (6) In the event that the transferring member’s member interest is not purchased by the non-transferring member(s) (or the company) pursuant to this Part, the transferring member may transfer such interest to the person originally offered for sale. However, such third party shall not become a member of the company without compliance with the other provisions of the operating agreement or, in the absence of an operating agreement, this Act.