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

16、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, repurchase or cancellation. the recalculated sharing ratio of each member shall be the percentage

17、representing the ratio that the number of units owned by the member bears to the aggregate number of units owned by all of the members after giving effect to the issuance, transfer, repurchase or cancellation.2.6 treasury regulations. treasury regulations shall mean regulations issued by the departm

18、ent of treasury under the code. any reference to a specific section or sections of the treasury regulations shall be deemed to include a reference to any corresponding provision of future regulations under the code.2.7 units. unit shall mean an equity interest in the company. the company shall have

19、two classes of units: class a and class b. the two classes of units shall be identical in all respects except for their respective voting interests. the number of units owned by each member shall be determined in connection with the issuance of a membership interest in the company in exchange for th

20、e capital contribution made by such member. initially the units shall not be represented by certificates. if the management committee determines that it is in the interest of the company to issue certificates representing the units, certificates shall be issued and the units shall be represented by

21、such certificates. the company is authorized to issue _ class a units and _ class b units.2.8 voting interest. (a) with respect to the class a units, voting interest shall mean that number of class a units held by a member, and (b) with respect to the class b units, voting interest shall mean that n

22、umber of class b units held by a member divided by 10.article 3capital contributions3.1 initial capital contributions.(a) in accordance with the terms of the contribution agreement, aaa has contributed to the company all of its right, title and interest in and to the aaa contributed assets. as a res

23、ult of such contribution, aaa has been credited with a capital account equal to $ _, and has received $ _ class a units.(b) in accordance with the terms of the subscription agreement, bbb has agreed to contribute to the company, effective as of the date hereof, a promissory note (the capital note) i

24、n the amount of $ _, and such amount shall be credited to its capital account when and as the payments of principal are made on the capital note. as a result of its agreement to make such contribution and pursuant to the subscription agreement, bbb is hereby aaatted as a member of the company, and h

25、as received $ _ class a units.(c) as a result of the transactions described above, the members own the number and classes of units and have capital account balances attributable to the units as set forth below:class a units class b units capital account balanceaaa $ _ -0- $ _bbb $ _ -0- $ 0(d) based

26、 on the above, the initial sharing ratio of aaa is 50%, and the initial sharing ratio of bbb is 50%.3.2 additional capital contributions.(a) if, from time to time in the reasonable judgment of the management committee, the company requires additional capital for any purpose, the management committee

27、 is hereby authorized to cause the company to issue additional units, on terms and conditions and with repayment priorities as approved by the management committee. notwithstanding the foregoing, until a third party becomes a member, units shall not be issued at a price per unit that is less than _$

28、.(b) if the company desires to issue additional units pursuant to (a) above, the company hereby grants to the members the right of first refusal to purchase a pro rata share (equaling the members respective sharing ratio on the day before such additional units are to be issued) of the additional uni

29、ts which the company proposes to issue. if the company proposes to issue such additional units, it shall give the members written notice of its intention, describing the price and terms upon which the company proposes to issue the units. each member shall have 15 days from the date such notice is se

30、nt by the company to agree to purchase the portion of the additional units issued which it is entitled to purchase for the price and upon the terms so specified in the notice. such notice shall be in writing and shall specify the quantity of additional units to be purchased. if any member fails to e

31、xercise the right of first refusal within the 15-day period, the company shall have the right thereafter to sell or issue those additional units upon terms no more favorable to the purchasers of the additional units than specified in the companys notice to members.3.3 return of capital contributions. capital contributions shall be expended in furtherance of the business of the company. all costs and expenses of the company shall be paid from its funds. no interest shall be paid on capital contributions. no manager shall have any personal liab