eTrade 2000 Annual Report Download - page 235

the Company’ s investment in the Fund to the extent made from such undistributed Net Income.
(4)Among the Members in proportion to their Capital Contributions to the extent constituting a return of capital.
(b)Immediately prior to any distribution in kind of Securities (or other assets) pursuant to any provision of this Agreement, the
difference between the fair market value and the Book Value of any Securities (or other assets) distributed shall be allocated to the
Capital Accounts of the Members as Net Income or Net Loss pursuant to ArticleVI.
(c)Securities distributed in kind pursuant to this Paragraph8.3 shall be subject to such conditions and restrictions as the Managing
Members determine are legally required.
ARTICLE IX
ASSIGNMENT OR TRANSFER OF MEMBERS’ INTERESTS
9.1. Restrictions on Transfer of Members’ Interests. No Member may sell, assign, pledge, mortgage or otherwise dispose of all or
any portion of his interest in the Company without the consent of the Managing Members.
9.2 . Opinion of Counsel. Notwithstanding any other provision of this Agreement, no transfer or other disposition of an interest in the
Company shall be permitted until the Managing Members shall have received, or waived receipt of, an opinion of counsel reasonably
satisfactory to them that the effect of such transfer or disposition would not:
(a)result in a violation of the Securities Act;
(b)require the Company to register as an investment company under the Investment Company Act of 1940, as amended;
(c)require the Company or the Fund to register as an investment adviser under the Investment Advisers Act of 1940, as amended;
(d)result in a termination of the Company for tax purposes, if such termination would have a material adverse effect on the Members;
(e)result in a violation of any law, rule or regulation by the Members or the Company;
(f)cause the Company to be characterized as a “publicly traded partnership” (within the meaning set forth in Sections512, 7704(b) and
469(k) of the Code) or materially increase the risk that the Company will be so characterized.
Such legal opinion shall be provided to the Managing Members by the Company’ s counsel. All costs associated with such opinion
shall be borne by the transferring Member.
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9.3. Violation of Restrictions. In the event of any purported transfer or other disposition of any Member’ s interest in the Company
in violation of the provisions of this ArticleIX, without limiting any other rights of the Company, the Managing Members shall have
the option, in their sole discretion, to treat the Member as having withdrawn from the Company and to purchase or cause the Company
to purchase such Member’ s interest for cash at a price equal to the value thereof determined by the Managing Members as of a date
selected by them. In the event of purchase, the terminated Member’ s and the remaining Members’ interests in the Company shall be
appropriately adjusted, and the subject Member (and his purported transferee) shall have no further interest in the Company except to
receive the purchase price, if any, for his interest as determined by the Managing Members. Such option must be exercis ed, if at all,
by written notice to the affected Member (or his successor(s) in interest) given not later than ninety(90) days after the Managing
Members are advised in writing of the purported transfer or disposition, and the purchase or withdrawal shall be consummated on the
date specified in such notice, which shall not be later than sixty(60) days after it is given.
9.4. Agreement Not to Transfer. Each of the Members agrees with all other Members that he, she or it will not make any
disposition of his, her or its interest in the Company, except as permitted by the provisions of this ArticleIX.
9.5. Multiple Ownership. In the event of any disposition which shall result in multiple ownership of any Member’ s interest in the
Company, the Managing Members may require one or more trustees or nominees to be designated to represent a portion of or the
entire interest transferred 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 the transferor as a Member had pursuant to the provisions of this
Agreement.
2002. EDGAR Online, Inc.