This excerpt taken from the VRSN 10-Q filed Jul 16, 2007.
(a) The Company was formed as a limited liability company pursuant to the Delaware Act by the filing, on December 22, 2006, of the Certificate of Formation with the Secretary of State of the State of Delaware.
(b) The designation of Jamie Samson as an authorized person within the meaning of the Delaware Act and the actions taken by such person in causing the Certificate of Formation to be executed, delivered and filed with the Secretary of State of the State of Delaware on December 22, 2006, are hereby ratified, adopted and approved. Subject to Section 6.7(b) and Section 6.8, the CEO is hereby authorized to execute, deliver, file and record all such other certificates and documents, including amendments to or restatements of the Certificate of Formation, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business.
(c) The Members hereby agree to the continuation of the Company as a limited liability company under and pursuant to the provisions of the Delaware Act and this Agreement and agree that the rights, duties and liabilities of the Members shall be as provided in this Agreement, except as otherwise required by the Delaware Act. This Agreement shall be effective as of the date hereof.
2.2 Name of the Company. The name of the Company is U.S. Mobile Holdings, LLC. The business of the Company may be conducted under such other names as the Board may from time to time designate, provided that the Company complies with all relevant state laws relating to the use of fictitious and assumed names.
2.3 Principal Place of Business. The principal place of business of the Company shall be located at 345 North Maple Drive, Suite 353, Beverly Hills, California 90210. The location of the Companys principal place of business may be changed by the Board from time to time in accordance with the then applicable provisions of the Delaware Act and any other applicable laws.
2.4 Registered Office, Registered Agent. The Companys registered agent and office in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Board may designate another registered agent and/or registered office from time to time in accordance with the then applicable provisions of the Delaware Act and any other applicable laws.
(a) The purpose of the Company is, and the nature of the business to be conducted and promoted by the Company is, to be primarily engaged in providing Direct-to-Consumer Business services under one or more brands owned or controlled by the Company
(including Jamba!, Jamster and Mobizzo) and, although not the primary purpose of the Company, the Company may engage in strategic partnerships with third parties (including News, Affiliates of News and international mobile carriers) to provide the operation or management of the retail operations or other on-deck or off-deck direct to consumer mobile businesses of such third parties, in each case, together with all related acts or activities necessary or incidental to the furtherance thereof, as well as any other business that the Board may determine at any time, and from time to time, to conduct; provided, however, that the Company shall not change the scope of its business such that its primary purpose is no longer conducting a Direct-to-Consumer Business unless approved by Unanimous Board Consent pursuant to Section 6.8(a)(ii).
(b) Other than as set forth in the Technology License Agreement, the Content Sublicense Agreement, the Transition Services Agreement between the Company and Jamba Service GmbH and the Transition Services Agreement for Jamba Services, the Company shall not, unless approved by Unanimous Board Consent, be under any obligation to (i) support the B-to-B Business of VeriSign, including any technical, service or other support, (ii) license or sub-license any content to VeriSign, or (iii) license the Jamba! name or any other Intellectual Property to VeriSign.
2.6 Powers of the Company. The Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.5.
2.7 Term. The term of the Company commenced on the date of the initial filing of the Certificate of Formation with the Secretary of State of the State of Delaware. The Company may be terminated in accordance with the terms and provisions hereof and shall continue unless and until dissolved as provided in Article X. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.
2.8 Qualification to do Business. Any authorized person of the Company may execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
2.9 No Liability to Third Parties. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.
2.10 Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a partnership for federal, state and local, as applicable, income tax purposes. The Company shall take all appropriate actions to ensure that the Company will be treated as a partnership for federal, state and local income tax purposes, including the making of available tax elections. It is also the intent of the Members that the Company not be operated or treated as a partnership for purposes of Section 303 of the Federal Bankruptcy Code, or for any purposes other than tax purposes. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.10.
2.11 Default Rules Under the Delaware Act. Regardless of whether this Agreement specifically refers to a particular Default Rule:
(a) If any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and such Default Rule is hereby modified or negated accordingly.
(b) If it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, such Default Rule is hereby modified or negated accordingly.
2.12 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in its individual name, and each Members interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, the Company shall hold all of its real and personal property in the name of the Company and not in the name of any Member.
2.13 Payments of Individual Obligations. The Companys credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for or in payment of any individual obligation of any Member.
2.14 Fiscal Year; Taxable Year. The fiscal year of the Company for financial accounting and tax purposes shall mean a 52-53 week fiscal year ending on the Sunday nearest to June 30 in each year.