eTrade 2000 Annual Report Download - page 229

3.2. Admission of Additional Members. Individuals involved in the activities of the Company may be admitted to the Company as
additional members (“Additional Members”) on such terms and conditions as shall be determined by the Managing Members, in their
sole discretion. Each Additional Member shall be admitted only if he shall have executed this Agreement or an appropriate amendment
to it in which he agrees to be bound by the terms and provisions of this Agreement as they may be modified by that amendment.
Admission of a new Member shall not cause the dissolution of the Company. As reflected on ExhibitA, it is anticipated that Additional
Members shall have aggregate Percentage Interests of eighteen percent(18%). Unless otherwise agreed by E*Trade, the Managing
Members’ Percentage Interests shall be equally diluted (and E*Trade’ s Percentage Interest shall not be diluted) to the extent of Pe
rcentage Interests granted to any Additional Members. In the event the Additional Members have aggregate Percentage Interests of
less than eighteen percent(18%) at any time (whether by reason of a determination not to admit Additional Members or the withdrawal
or failure to vest of an Additional Member), such shortfall shall revert to and be allocated equally among the Managing Members.
3.3. Death, Disability or Withdrawal of a Managing Member.
(a)In the case of a Managing Member’ s death, permanent physical or mental disability or withdrawal from the Company, the Company
shall not dissolve or terminate, but its business shall be continued without interruption or without any break in continuity by the
remaining Members, with the remaining Managing Member continuing to serve as the sole Managing Member unless he appoints an
additional Managing Member, in his sole discretion. Any deceased, disabled or withdrawn Managing Member (or the holder of his
interest) shall become a Non-Managing Member, and the interest of such Managing Member shall become a Non-Managing Member’ s
interest. Such former Managing Member or the holder of such interest shall have no right to participate in
3
the management of the Company and no right to consent to or vote upon any matter, except as provided in Paragraph13.7.
(b)If such change in the former Managing Member’ s status shall result in multiple ownership of any Non-Managing Member’ s interest,
one or more trustees or nominees may be required to be designated to represent a portion of or the entire Non-Managing Member’ s
interest for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and
for the purpose of exercising all rights which such Non-Managing Member has pursuant to the provisions of this Agreement.
3.4. Withdrawal of a Member.
(a)Except with the consent of the Managing Members, the interest of a Member may not be withdrawn from the Company in whole or
in part except in the event of the death or declaration of legal incompetency of such Member and in such event only if the election to
withdraw is given by the personal representative or representatives of such Member in writing to the Managing Members within three
(3) months after the date of the appointment of such personal representative or representatives, or within six(6) months from the date
of death or declaration of legal incapacity of such Member, whichever is earlier. In the event of such election to withdraw, the interest
of such Member shall be withdrawn in its entirety and shall be valued as of the date of withdrawal pursuant to the provisions of
Paragraph12.2 and paid for in the manner hereinafter provided by this paragraph. The Managing Membe rs shall be entitled, in their
sole discretion, to make the distribution in respect of the interest of the withdrawing Member in cash, in kind or pursuant to a
promissory note due upon termination of the Company, or in any combination thereof. If any distribution is to be made in kind and if
such distribution cannot be made in full because of restrictions on the transfer of Securities or for any other reason, distribution may be
delayed until an effective transfer and distribution may be made, and Securities that will be transferred in respect of the withdrawing
Member’ s interest shall be designated. Such designated Securities will nevertheless be subject to the full right and power of the
Managing Members to deal with them in the best interests of the Company, including the right to substitute other Securities of
equivalent value.
(b)In the event of the withdrawal of any Member pursuant hereto, the Percentage Interests and Capital Accounts of the withdrawing
Member and the remaining Members shall be appropriately adjusted, including any adjustments required as a result of any vesting
provisions applicable to the withdrawing Member’ s interest.
(c)The withdrawal of a Member shall not be cause for dissolution of the Company.
ARTICLE IV
MANAGEMENT, DUTIES AND RESTRICTIONS
4.1. Management. The Managing Members shall have the sole and exclusive control of the management and conduct of the affairs of
the Company. Any action shall, unless otherwise specified by the Managing Members, require approval of both Managing Members
(or the sole remaining Managing Member). The right, power and authority of the Managing Members to carry on the affairs of the
Company and to do any and all acts on behalf of the Company shall, subject to any specific limitations set forth in this Agreement and
2002. EDGAR Online, Inc.