Russian Roulette Provision In Operating Agreement



Russian Roulette Provision In Operating Agreement

The provisions relating to the impasse vary considerably from one country to another and from different types of transactions. However, the format of the provision will be as follows: Offers to purchaseWith a forced buy-sell disposition, a member (the “Supplier”) may offer to purchase the interests of another member at a specified price and on specified terms. The tenderer or the member who received the tender may sell his membership interest to the tenderer at a specified price or buy the supplier`s membership shares at the same price and on the same conditions. The decision of the tenderers is binding on both members. An action aimed at involuntary dissolution by a member is by far the most common form of exiting an LLC in the absence of a deadlock breaking mechanism.