amended 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, 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., a _________(state) corporation ('bbb'), both of which are referred to as the 'members' and individually as a 'member.' promptly following the execution 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 accordance 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 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 under 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. 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 1
the limited liability company
1.1 name. the 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 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.