GIS » Topics » 1.6 Filings; Agent for Service of Process.

This excerpt taken from the GIS 8-K filed Aug 3, 2007.

         1.6 Filings; Agent for Service of Process.

        (a)  GMOI, or an agent of GMOI, was authorized to execute and cause the Certificate of Formation to be filed in the office of the Secretary of State of the State of Delaware as an authorized person within the meaning of, and otherwise in accordance with, the Act. The Managing Member shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware, including the preparation, execution, and filing of such amendments to the Certificate of Formation and such other assumed name certificates, documents, instruments, and publications as may be required by law, including action to reflect:

               (i)        A change in the Company name;

               (ii)       A correction of false or erroneous statements in the Certificate of Formation or the desire of the Members to make a change in any statement therein in order that it shall accurately represent the agreement among the Members; or

               (iii)      A change in the time for dissolution of the Company as stated in the Certificate of Formation and in this Agreement.

        (b)  The Managing Member shall execute and cause to be filed original or amended certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.


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        (c)   The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor as appointed by the Members in accordance with the Act.

        (d)   Upon the dissolution and completion of the winding up of the Company in accordance with Section 13, the Liquidator, as an authorized person within the meaning of the Act, shall promptly execute and cause to be filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Liquidator deems such filing or any similar filing to be necessary or advisable.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        1.6     Filings; Agent for Service of Process.

        (a)    GMOI, or an agent of GMOI, was authorized to execute and cause the Certificate of Formation to be filed in the office of the Secretary of State of the State of Delaware as an authorized person within the meaning of, and otherwise in accordance with, the Act. The Managing Member shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware, including the preparation, execution, and filing of such amendments to the Certificate of Formation and such other assumed name certificates, documents, instruments, and publications as may be required by law, including action to reflect:

                (i)    A change in the Company name;



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                (ii)    A correction of false or erroneous statements in the Certificate of Formation or the desire of the Members to make a change in any statement therein in order that it shall accurately represent the agreement among the Members; or

                (iii)    A change in the time for dissolution of the Company as stated in the Certificate of Formation and in this Agreement.

        (b)    The Managing Member shall execute and cause to be filed original or amended certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

        (c)    The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor as appointed by the Members in accordance with the Act.

        (d)    Upon the dissolution and completion of the winding up of the Company in accordance with Section 13, the Liquidator, as an authorized person within the meaning of the Act, shall promptly execute and cause to be filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Liquidator deems such filing or any similar filing to be necessary or advisable.

EXCERPTS ON THIS PAGE:

8-K
Aug 3, 2007
10-Q
Jan 6, 2005

RELATED TOPICS for GIS:

"1.6 Filings; Agent for Service of Process." elsewhere:

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