Incentive Plan that are not Vested NCM Inc. Shares.
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"Vested NCM Inc. Shares" has the meaning set forth in Section 3.5(c)(ii) of this
Agreement.
"Wholly Owned Subsidiary" of any Person means a Subsidiary which is 100% owned
directly or indirectly by such Person.
1.2
Other Definitional Provisions; Interpretation.
(A)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT WILL REFER TO THIS AGREEMENT AS A WHOLE,
INCLUDING THE EXHIBITS AND SCHEDULES ATTACHED HERETO, AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT. ARTICLES, SECTION AND SUBSECTION REFERENCES ARE TO
THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(B)
THE WORDS "INCLUDE" AND "INCLUDING" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION".
(C)
THE TITLES AND HEADINGS IN THIS AGREEMENT ARE INCLUDED FOR
CONVENIENCE OF REFERENCE ONLY AND WILL NOT LIMIT OR OTHERWISE AFFECT THE MEANING
OR INTERPRETATION OF THIS AGREEMENT.
(D)
THE MEANINGS GIVEN TO CAPITALIZED TERMS DEFINED HEREIN WILL BE
EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS. WHENEVER
THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
ARTICLE 2
FORMATION
2.1
Formation; Qualification.
(A)
A CERTIFICATE OF FORMATION OF THE COMPANY (THE "CERTIFICATE") HAS
BEEN EXECUTED BY AN AUTHORIZED PERSON AND WAS FILED WITH THE SECRETARY OF STATE
OF THE STATE OF DELAWARE ON MARCH 29, 2005, TO FORM ON SUCH DATE THE COMPANY AS
A LIMITED LIABILITY COMPANY PURSUANT TO THE LLC ACT. THE RIGHTS, DUTIES AND
LIABILITIES OF THE MEMBERS SHALL BE AS PROVIDED IN THE LLC ACT, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT.
(B)
THE COMPANY SHALL BE QUALIFIED OR REGISTERED UNDER FOREIGN LIMITED
LIABILITY COMPANY STATUTES OR ASSUMED OR FICTITIOUS NAME STATUTES OR SIMILAR
LAWS IN ANY JURISDICTION IN WHICH THE COMPANY OWNS PROPERTY OR TRANSACTS
BUSINESS TO THE EXTENT, IN THE JUDGMENT OF THE MANAGER, SUCH QUALIFICATION OR
REGISTRATION IS NECESSARY OR ADVISABLE IN ORDER TO PROTECT THE LIMITED LIABILITY
OF THE MEMBERS OR TO PERMIT THE COMPANY LAWFULLY TO OWN PROPERTY OR TRANSACT
BUSINESS. THE MANAGER SHALL, TO THE EXTENT NECESSARY IN THE JUDGMENT OF THE
MANAGER, MAINTAIN THE COMPANY'S GOOD STANDING IN EACH SUCH JURISDICTION.
(C)
THE MANAGER AND ANY PERSON TO WHOM THE MANAGER DELEGATES AUTHORITY
UNDER THIS AGREEMENT SHALL BE AN "AUTHORIZED PERSON" WITHIN THE MEANING OF
§ 18-204(A) OF THE LLC ACT, AND SHALL HAVE THE POWER AND AUTHORITY TO EXECUTE,
FILE AND PUBLISH ANY CERTIFICATES, NOTICES, STATEMENTS OR OTHER DOCUMENTS (AND
ANY AMENDMENTS OR RESTATEMENTS THEREOF) NECESSARY
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TO PERMIT THE COMPANY TO CONDUCT BUSINESS AS A LIMITED LIABILITY COMPANY IN EACH
JURISDICTION WHERE THE COMPANY ELECTS TO DO BUSINESS.
2.2
Name. The name of the limited liability company formed by the
filing of the Certificate is "National CineMedia, LLC."
However, the business
of the Company may be conducted upon compliance with all applicable laws under
any other name designated by the Manager.
2.3
Term. The