Delaware Limited Liability Company Agreement
Category: 270 Legal Recent Posts, LLC
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of AOL Holdings LLC, a Delaware limited liability company (the “Company”), is dated as of [xxx], 2006, among Time Warner Inc., a Delaware corporation, Google Inc., a Delaware corporation (“Google”), AOL LLC, a Delaware limited liability company (“AOL”), and TW AOL Holdings Inc., a Virginia corporation (“NewCo”).
WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18 101, et seq.), as amended from time to time (the “Delaware Act”), pursuant to the Certificate of Formation, as filed in the office of the Secretary of State of the State of Delaware, and is currently governed by the Limited Liability Company Agreement of the Company, dated as of February 8, 2006 (the “Original Agreement”), entered into by Time Warner Inc., a Delaware corporation;
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ARTICLE III
Members
SECTION 3.01. Members. (a) Upon the execution of this Agreement, the sole Members of the Company shall be the Initial Members. Following the execution of this Agreement, no Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement.
(b) After the date of this Agreement, a Person shall only be admitted as a Member (such Person, an “Additional Member”) if such Person is (i) a permitted transferee of a Membership Interest in accordance with Article VII or (ii) issued any Membership Interests in accordance with Section 5.02.
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