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“Agreement”) of LIBERTY BELL I, LLC (the “Company”), is
entered into by CBM ACQUISITION PARENT CO., a Delaware
corporation, as the sole member (the “Initial Member”),
LEXIS, INC., a Delaware corporation, as the initial
manager of the Company (the “Initial Manager”), and THE
TIMES MIRROR COMPANY, in its corporate capacity and as
the manager of the Company appointed pursuant to
Section 9(b) (“TMC”). * * *
The Initial Member, the Initial Manager and
TMC, by execution of this Agreement, hereby agree as
follows:
1. Name; Formation; Tax Treatment.
The name of the limited liability company
shall be LIBERTY BELL I, LLC or such other name as the
Manager may from time to time hereafter designate.
* * * The parties hereto intend that pursuant to
Treasury Regulations Sections 301.7701-3, the Company
be disregarded as an entity and not be treated as
separate from the Initial Member. * * *
* * * * * * *
5. Members; Member Rights; Meetings.
* * * * * * *
c. No Member shall have any right, power, or
duty, including the right to approve or vote on any
matter (including, without limitation, any vote,
approval or consent relating to the merger of the
Company with or into an “other business entity” (as
defined in the Act), the consolidation of the Company
with or into an other business entity, the
domestication of the Company to an other business
entity, the conversion of the Company to an other
business entity, the transfer of the Company to any
other jurisdiction or, to the fullest extent permitted
by law, the dissolution of the Company), except as
expressly required by this Agreement, the Act or other
applicable law.
* * * * * * *
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