This excerpt taken from the MPET 8-K filed Oct 19, 2009.
DEATH, DISSOLUTION OR BANKRUPTCY
13.1 Involuntary Transfer Event. Upon the death, legal incapacity, bankruptcy, dissolution of marriage or dissolution of a Member (the Transferring Member) which results in any of the interest of the Transferring Member being Transferred (hereinafter referred to as an Involuntary Transfer), the legal representatives or other successor to such Transferring Member shall have the same status as an assignee of the Member who is not a Member unless and until the Members shall permit such legal representative or other successor to become a Substituted Member on the same terms and conditions as herein provided for assignees generally. The date an Involuntary Transfer occurs is referred to herein as the Transfer Date. A natural person shall be deemed to be incapacitated if it is judicially determined that the Person is under a legal disability by reason of incapacity, insanity or incompetence. The occurrence of an involuntary Transfer relating to a Member shall not dissolve the Company. The dissolution of the marriage of a Member will be an Involuntary Transfer only if the former spouse of the Member is awarded or otherwise obtains any Interest in the Company.
13.2 Mandatory Sale. Upon the occurrence of an Involuntary Transfer relating to any Transferring Member, or upon the termination of a partys status as the Manager, the Company and then the other Members (the Remaining Members) shall have the option, but not the obligation, to purchase all or any portion of the Interest of the Transferring Member or the Manager on the terms and conditions set forth in this Article. The term Transferring Member shall include the legal representative of the estate of a deceased Member and any other successor to a Transferring Member. If the Company declines to purchase all or a portion of the Transferring Members or Managers Interest, the Remaining Members shall have the right for a period of thirty days from the date of the Companys election not to purchase to elect to purchase all or such portion of the Interest of the Transferring Member or the Manager by giving written notice of such election to the Transferring Member or the Manager. Unless otherwise agreed, if more than one Remaining Member elects to purchase, the Remaining Members so electing shall purchase the Transferring Members or the Managers Interest in proportion to their respective Sharing Ratios.
13.3 Purchase Price. The purchase price for the Interest of the Transferring Member or the Manager (the Purchase Price) shall be equal to the fair market value of the Companys assets owned by, and attributable to, the Membership Interest of the Transferring Member or the Manager as of the end of the fiscal quarter of the Company immediately preceding the Transfer Date. The fair market value of the Companys assets shall be determined in accordance with the following procedures: (i) proved developed producing oil and gas reserves shall be valued by an independent engineering firm selected by the Manager using the PV-10 methodology (future net revenues discounted to present value using a ten percent interest rate); (ii) proved undeveloped and proved developed non-producing oil and gas reserves shall be valued by the same independent engineering firm using the same methodology with the result thereon being then reduced by fifty percent; (iii) probable reserves shall not be assigned any value; and (iv) the remainder of the Companys assets, less liabilities, shall be valued at their respective book values. In determining the Purchase Price to be paid to the Transferring Member or the Manager the parties shall then apply to the foregoing amounts the Transferring Members or the Managers Sharing Ratio.
13.4 Payment of Purchase Price. The Purchase Price of the Members or the Managers Membership Interest under this Article XIII shall be paid, commencing thirty days following the determination of the Purchase Price, in equal quarterly installments of principal and interest (using the Prime Rate determined at the time of purchase) over a period of five years.
13.5 Actions at Closing. At the closing of the purchase and sale of the Transferring Members or the Managers Interest which shall occur thirty days after the determination of the Purchase Price, (a) the Transferring Member or the Manager shall execute an assignment of such interest free and clear of all items and encumbrances, and (b) the Company or the Remaining Members, as applicable, shall execute a note payable to the Transferring Member or the Manager evidencing the obligation to pay the Purchase Price. The obligation to pay the Purchase Price shall be secured by a security interest granted in the purchased Membership Interest. The parties shall execute a security agreement and financing statement and take such other actions as may be necessary to perfect such security interest.
13.6 Company Decisions. All decisions on behalf of the Company under this Article shall be made by the holders of more than fifty percent of the Membership Interests held by the disinterested Members.