2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance

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8.4 Bank Accounts. The bank account or accounts of the Company shall be maintained in the bank approved by the Managers. The terms governing such accounts shall be determined by the Managers and withdrawals from such bank accounts shall only be made by such parties as may be approved by the Managers. Any account opened by the Managers for the Company shall not be commingled with other funds of the Managers,Members or their Affiliates. ARTICLE IX-TRANSFERABILITY OF OWNERSHIP INTERESTS; ADMISSION OF MEMBERS 9.1 Transferability of Ownership Interests. The term "transfer" when used in this Agreement with respect to an Ownership Interest includes a sale, assignment, gift, pledge, exchange or other disposition. An Interest Owner shall not at any time transfer his Ownership Interest, or any interest therein or portion thereof, except in accordance with the conditions and limitations set out in Sections 9.2 or 9.3 below, or as otherwise permitted under Section 9.5 below. Any transferee of an Ownership Interest by any means shall have only the rights, powers and privileges set out in Section 9.6 or otherwise provided by law and shall not become a Member of the Company except as provided in Section 9.7 below. 9.2 Restrictions on Transfers of Ownership Interests. Except as herein provided, an Interest Owner's Ownership Interest or any portion thereof may be transferred only with the prior written approval of a Majority in Interest of the remaining Members,which approval may be granted or denied in the sole discretion of such remaining Members. 9.3 Right of First Refusal. (a) If an Interest Owner (the "Transferring Interest Owner") proposes to make a transfer of all or any portion of his Ownership Interest,pursuant to a bona fide offer received from any Person(other than in connection with an Exit Sale described in Section 9.4 below), the Transferring Interest Owner shall obtain the prior written consent of a Majority in Interest of the remaining Members to the proposed transfer. In the absence of such consent,the Transferring Interest Owner shall,prior to making a transfer, give the Company and all other Members written notice of his intention to make such a transfer, setting forth the identity of the proposed transferee who would be the legal and beneficial owner and the price and other terms and conditions of the proposed transfer, which notice shall constitute an offer (the "Offer") to sell such Ownership Interest to the Company and such other Members. The Company and such other Members, in that order, shall have the option, exercisable in writing within 30 days after receipt of the Offer, to purchase all of such offered Ownership Interest upon the terms and conditions set forth in the Offer. In the event there is more than one other Member, this right will be allocated among such other Members who elect to purchase in the proportion they mutually agree upon, or, in the absence of agreement, in the ratio that each of their respective Percentage Interests bears to the aggregate Percentage Interests of all such purchasing Members. The decision of the Company to exercise or not exercise the option described above shall be made by a Majority in Interest of the Members (excluding the Transferring Interest Owner). (b) In the event the right of first refusal described in (a) above is not exercised within the time period provided therefor,the Transferring Interest Owner may transfer his Ownership Interest to the Person identified in the Offer, subject to the following: (i) any transferee of the Transferring Interest Owner's Ownership Interest, as provided herein, (A) shall be subject to the buy-sell restrictions imposed under this Agreement and (B) shall only have those rights as specified in Section 9.6 and will not be admitted as a Substitute Member without full compliance with Section 9.7; and 9