of AMC, (ii) Cinemark
in the case of Cinemark Media, and (iii) REG in the case of Regal.
"Unit" means a fractional share of the Interests of all Members issued in
accordance with the terms of this Agreement, including any additional Units
issued by the Company pursuant to Section 3.5 representing such rights and
obligations as shall be determined by the Board.
The number of Units
outstanding and the holders thereof shall be set forth on Exhibit A, as such may
be amended from time to time in accordance with this Agreement.
"Unwinding Event" has the meaning set forth in Section 8.3(c) of this Agreement.
"Wholly Owned Subsidiary" of any Person means a Subsidiary which is 100% owned,
directly or indirectly, by such Person.
"Withdrawal Notice" has the meaning set forth in Section 9.1 of this Agreement.
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") WAS
EXECUTED BY AN AUTHORIZED PERSON AND FILED WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE ON EVEN DATE WITH THE EXECUTION OF THE ORIGINAL AGREEMENT TO
FORM THE COMPANY AS A LIMITED LIABILITY COMPANY PURSUANT TO THE LLC ACT.
THIS
AGREEMENT COMPLETELY AMENDS AND RESTATES THE ORIGINAL AGREEMENT IN ITS
ENTIRETY.
THE RIGHTS, DUTIES AND LIABILITIES OF THE MEMBERS SHALL BE AS
PROVIDED IN THE LLC ACT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT.
11
(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 BOARD, 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 BOARD SHALL, TO THE EXTENT NECESSARY IN THE JUDGMENT OF THE
BOARD, MAINTAIN THE COMPANY'S GOOD STANDING IN EACH SUCH JURISDICTION.
(C)
EACH DIRECTOR AND EACH SENIOR OFFICER IS AN "AUTHORIZED PERSON"
WITHIN THE MEANING OF § 18-204(A) OF THE