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Document Preview Limited Liability Company Agreement |
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Title: |
Limited Liability Company Agreement |
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Entities: |
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Date: |
2007 |
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Preview shows 9KB of 47KB total |
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Price: |
$46 |
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ID: |
#2843133 |
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LIMITED LIABILITY COMPANY AGREEMENT
OF
IDEARC INFORMATION SERVICES LLC
Dated as of November 15, 2006
LIMITED LIABILITY COMPANY AGREEMENT
OF
IDEARC INFORMATION SERVICES LLC
This Limited Liability Company Agreement (this Agreement) of Idearc Information Services LLC (the Company), dated as of November 15, 2006, is entered into by GTE Corporation, a New York corporation, as the sole member (the Member).
WHEREAS, Idearc Information Services Inc. (the Corporation) was formed as a Delaware corporation on August 21, 1936; and
WHEREAS, on November 13, 2006, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a limited liability company and this Agreement, and recommended the approval of such conversion and this Agreement to the sole stockholder of the Corporation (the Sole Stockholder), pursuant to Section 266 of the General Corporation Law of the State of Delaware (the DGCL); and
WHEREAS, on November 10, 2006, by written consent, the Sole Stockholder approved the conversion of the Corporation to a limited liability company and this Agreement pursuant to Section 266 of the DGCL; and
WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act (6 Del. C. 18-101 et seq.), as amended from time to time (the Act), and Section 266 of the GCL pursuant to the filing with the Secretary of State of the State of Delaware of a Certificate of Conversion to Limited Liability Company and a Certificate of Formation (the Conversion); and
WHEREAS, on November 15, 2006, pursuant to this Agreement and the conversion, the Sole Stockholder became the sole Member of the Company, the shares of capital stock in the Corporation were converted into limited liability company interests in the Company, and the Sole Stockholder of the Corporation became the owner of all of the limited liability company interests in the Company.
NOW THEREFORE, the Member hereby forms a limited liability company pursuant to and in accordance with the Act and Section 266 of the DGCL.
ARTICLE I
NAME, PURPOSE, ETC.
Section 1.1 Conversion. Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation, dated as of August 21, 1936, as amended, and the By-Laws of the Corporation, as amended, are replaced and superseded in their entirety by this Agreement, (ii) all of the shares of capital stock in the Corporation held by the sole stockholder of the Corporation immediately prior to the Conversion are
2
converted into all of the limited liability company interests in the Company, (iii) the sole stockholder of the Corporation is automatically admitted to the Company as the sole member of the Company, (iv) all certificates evidencing shares of capital stock in the Corporation issued by the Corporation and outstanding immediately prior to the Conversion shall be surrendered to the Company, and (v) the Corporation is being continued without dissolution in the form of a Delaware limited liability company.
Section 1.2 Name. The name of the limited liability company formed hereby is Idearc Information Services LLC. The Company may do business under that name and, as permitted by applicable law, under any other name determined from time to time by the Member.
Section 1.3 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.
Section 1.4 Powers of the Company. Subject to any limitations set forth in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 1.3.
Section 1.5 Term. The term of the Company commences on the date the Certificate of Conversion and the Certificate of Formation of the Company are filed in the office of the Secretary of State of the State of Delaware and shall continue until the Company is dissolved or terminated pursuant to the provisions of Sections 6.1 and 6.2, respectively, of this Agreement.
Section 1.6 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Company may also have offices at such other places within or without the State of Delaware as the Member may from time to time designate or the business of the Company may require.
Section 1.7 Principal Office. The Company shall also have an office at Dallas/Fort Worth Airport, State of Texas and may also have an office or offices at such other place or places as the Member may from time to time designate or the business of the Company may require. The Member may keep the books of the Company outside the State of Delaware, at any office or offices of the Company, or at any other place, as the Member may from time to time designate or the business of the Company may require.
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