Operating Agreement.docx

1、Operating AgreementOperating Agreementamended and restated operating agreement of ccc, llc this amended and restated operating agreement (the agreement) is entered into as of _,_,_(m/d/y), between aaa, inc., a _(state) corporation (aaa), and bbb inc.amended and restated operating agreement of ccc, l

2、lcthis amended and restated operating agreement (the agreement) is entered into as of _,_,_(m/d/y), between aaa, inc., a _(state) corporation (aaa), and bbb inc., a _(state) corporation (bbb), both of which are referred to as the members and individually as a member. promptly following the execution

3、 of this agreement, bbb intends to transfer all of its interest in the company to ust, inc., its indirect wholly owned subsidiary (ust) (upon such event, the term bbb as used herein shall be deemed to apply to ust for all purposes of this agreement).a limited liability company was formed in accordan

4、ce with the provisions of the _(state) limited liability company act (the act) under the name of ccc, llc (the company) pursuant to a certificate of formation filed _,_,_(m/d/y), with the _(state) secretary of state. an operating agreement of the company was entered into as of that same date, under

5、which aaa was the sole member. pursuant to a subscription agreement by and between bbb and the company dated as of _,_,_(m/d/y) (the subscription agreement), bbb agreed to purchase an equity interest in the company in exchange for the capital note (as hereinafter defined). additionally, aaa agreed u

6、nder a contribution agreement dated as of _,_,_(m/d/y) by and among aaa and the company (the contribution agreement) to contribute certain assets (the aaa contributed assets) to the company. in light of the foregoing, the members now desire to amend and restate the operating agreement of the company

7、. accordingly, from and after the date hereof, the affairs of the company will be governed by this amended and restated operating agreement. in consideration of the foregoing, and of the mutual promises contained herein, the members agree as follows:article 1the limited liability company1.1 name. th

8、e name of the limited liability company shall be ccc, llc.1.2 certificate of formation. a certificate of formation that complies with the requirements of the act has been properly filed with the _(state) secretary of state. in the future, the managers shall execute such further documents (including

9、amendments to the certificate of formation) and take such further action as shall be appropriate or necessary to comply with the requirements of law for the formation and operation of a limited liability company in all states and counties where the company elects to carry on its business.1.3 busines

10、s. the business of the company shall be (a) to provide advanced digital production, post-production and transmission facilities, digital media storage and distribution services, telephony-based data storage and enhanced services, access and routing services; (b) to do any and all other things necess

11、ary, desirable or incidental to the foregoing purposes; and (c) to engage in such other legal and lawful business activities as the management committee may deem desirable. the company may sell or otherwise dispose of all or substantially all of its assets and any such sale or disposition shall be c

12、onsidered to be within the scope of the companys business.1.4 registered office; agent. the registered office of the company shall be at _(address), or such other place in _(state) as may be selected by the management committee. the companys registered agent at such address shall be richard m. jones

13、.article 2definitions2.1 cash flow. cash flow shall mean the excess of all cash receipts of the company over all cash disbursements of the company.2.2 code. code shall mean the internal revenue code of 1986, as amended, or any successor statute.2.3 manager. manager is defined in section 7.1(a).2.4 p

14、rofit or loss. profit or loss shall mean the profit or loss of the company as determined under the capital accounting rules of treasury regulation (s) 1.704-1(b)(2)(iv) for purposes of adjusting the capital accounts of the members including, without limitation, the provisions of paragraphs (b), (f)

15、and (g) of those regulations relating to the computation of items of income, gain, deduction and loss.2.5 sharing ratio. sharing ratio shall mean the percentage representing the ratio that the number of units owned by a member bears to the aggregate number of units owned by all of the members. upon the issuance of additional units or the transfer, repurchase or cancellation of any outstanding units, the sharing ratios of the members shall be recalculated as of the date of such issuance, transfer, repurc