1.3 business. 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 necessary, 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 considered to be within the scope of the company's 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 company's registered agent at such address shall be richard m. jones.
article 2
definitions
2.1 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 profit 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) 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 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 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 department 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.