From 9a7330b7551a4761c3ced801b178f1cda1a4253d Mon Sep 17 00:00:00 2001 From: Charles N Wyble Date: Tue, 4 Mar 2025 17:01:57 -0600 Subject: [PATCH] . --- ...keyNetworkSystemsLLC-OperatingAgreement.md | 21 ++++++++++--------- 1 file changed, 11 insertions(+), 10 deletions(-) diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 1f48eb5..e9c0518 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -104,23 +104,25 @@ Upon execution of this Agreement: 6. **Transitional Matters**: The following transitional provisions shall apply: - * All actions duly taken under the Prior Agreement shall remain valid and enforceable; + * All actions duly taken under the Prior Agreement shall remain valid and enforceable - * All series established under the Prior Agreement shall continue under this Agreement; + * All series established under the Prior Agreement shall continue under this Agreement - * All Members shall retain their membership interests, subject to the reclassification provisions in Article 5; + * All Members shall retain their membership interests, subject to the reclassification provisions in Article 5 - * The Board of Directors shall be constituted within 30 days of the Effective Date; + * The Board of Directors shall be constituted within 30 days of the Effective Date - * The Company Committee shall be constituted within 45 days of the Effective Date; + * The Company Committee shall be constituted within 45 days of the Effective Date - * All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date; and + * All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date - * All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date. + * All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date + + * Failure to meet any of these deadlines shall require written notice to all Members explaining the delay and providing a revised timeline, which shall not exceed an additional 30 days without approval of a majority of all Members 7. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series. -8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company , its series and its governance. +8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company, its series and its governance. No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. @@ -128,8 +130,7 @@ Upon execution of this Agreement: This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement. -9. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. - +9. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. The Company Committee shall have temporary emergency authority to resolve critical transitional disputes if necessary to maintain business operations, subject to subsequent review by the Board of Directors. ## Section 1.5 - Securities Law Notice