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Charles N Wyble
2025-03-04 14:10:43 -06:00
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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md
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@@ -1597,23 +1597,28 @@ Known Element Enterprises (series) LLC and The Campus Trading Company (series) L
#### 5.5.1 - Conversion from Class A or B to Class C #### 5.5.1 - Conversion from Class A or B to Class C
1. **Automatic Conversion Events**: Conversion from Class A or Class B to Class C shall occur automatically and immediately upon: 1. **Automatic Conversion Events**: Conversion from Class A or Class B to Class C shall occur automatically and immediately upon:
a. Service of a charging order affecting the membership interest; a. Service of a charging order affecting the membership interest;
b. Entry of a judgment affecting the membership interest; b. Entry of a judgment affecting the membership interest;
c. Filing of divorce proceedings where the membership interest is contested; c. Filing of divorce proceedings where the membership interest is contested;
d. Assignment of the membership interest to a creditor; d. Assignment of the membership interest to a creditor;
e. Filing of bankruptcy by or against the member; e. Filing of bankruptcy by or against the member;
f. Death of a member (unless the series operating agreement specifically provides for a different treatment); or
f. Death of a member, unless:
i. The series operating agreement specifically provides for different treatment; and
ii. The executor or personal representative of the deceased member’s estate provides written notice of intent to comply with such provisions within 30 days of the member’s death; and
iii. All required documentation is completed within the timeframe specified in the series operating agreement, or if no timeframe is specified, within 90 days of the member’s death; or
g. Any other event resulting in involuntary transfer or encumbrance of the membership interest. g. Any other event resulting in involuntary transfer or encumbrance of the membership interest.
2. **Immediate Effect**: The conversion shall:
a. Take effect immediately upon the occurrence of any triggering event, without requiring any action by the series, the Company, or any other party;
b. Apply to the entire membership interest affected, not merely a portion; and
c. Be permanent and irreversible except as specifically provided in Section 5.5.3.
3. **Notice Requirement**: While conversion is automatic and does not depend on notice, the member experiencing a conversion event must provide notice to the series and the Company Committee within five business days of the event. Failure to provide notice does not prevent or delay the conversion but may result in:
a. Liability for any damages caused by the failure to notify; and
b. Potential additional penalties as specified in the series operating agreement.
#### 5.5.2 - Documentation of Conversion #### 5.5.2 - Documentation of Conversion
1. **Record of Conversion**: Upon becoming aware of a conversion event, the series shall: 1. **Record of Conversion**: Upon becoming aware of a conversion event, the series shall: