term of the Company has commenced as of the date of
filing the Certificate and will continue in perpetuity; provided that the
Company may be dissolved in accordance with the provisions of this Agreement or
by the LLC Act.
2.4
Headquarters Office. The Company's headquarters office shall
initially be located in Centennial, Colorado. The Manager may determine to open,
close or move any office at any time in its absolute discretion.
2.5
Registered Agent and Office. The address of the Company's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The
name of the Company's registered agent at such address is Corporation Trust
Company. The Manager may at any time designate another registered agent or
registered office or both.
2.6
Purposes. The purpose of the Company is to:
(A)
OPERATE AND MAINTAIN A DIGITAL CONTENT NETWORK ("DCN") THAT IS
ABLE TO DISTRIBUTE ADVERTISING, MARKETING, PROMOTIONAL AND OTHER DIGITAL CONTENT
FOR DISPLAY ON THEATRE SCREENS AND VIDEO DISPLAY MONITORS IN THEATRES ON A
WORLDWIDE BASIS AND THAT, AMONG OTHER THINGS, WILL COMPETE WITH ALL AREAS AND
FORMS OF MEDIA (INCLUDING CABLE AND TELEVISION BROADCASTERS), ADVERTISING,
MARKETING, PROMOTIONAL AND/OR ANY DISTRIBUTION OF DIGITAL CONTENT VIA ANY MEDIA
FORMAT ON A WORLDWIDE BASIS;
(B)
PROVIDE ADVERTISING, MARKETING AND PROMOTIONAL ACTIVITIES ON
BEHALF OF ANY PERSON INVOLVED IN THE BUSINESS OF EXHIBITING THEATRICAL MOTION
PICTURES, INCLUDING, BUT NOT LIMITED TO, THE FOUNDING MEMBERS AND THEIR
AFFILIATES (INCLUDING THE SERVICES AS SET FORTH IN THE EXHIBITOR SERVICES
AGREEMENTS) WHETHER DISPLAYED OVER THE DCN, AS NON-DIGITAL CONTENT FOR DISPLAY
ON NON-DIGITAL THEATRE SCREENS, THROUGH LOBBY OR OTHER IN-THEATRE PROMOTIONS, OR
THROUGH SPONSORSHIPS OF SPECIAL EVENTS; AND
(C)
ENGAGE IN ALL ACTIVITIES AND TRANSACTIONS IN FURTHERANCE OF THE
FOREGOING PURPOSES (COLLECTIVELY, THE "JOINT VENTURE PURPOSES").
2.7
Powers. The Company shall have the power and authority to take any
and all actions necessary, appropriate, desirable, advisable, incidental or
convenient to, or for the furtherance of, the Joint Venture Purposes, alone or
with other Persons.
18
ARTICLE 3
MEMBERS AND INTERESTS
3.1
Members.
(A)
AMC, REGAL AND CINEMARK WERE PREVIOUSLY ADMITTED AS MEMBERS TO THE
COMPANY SUBJECT TO THE SECOND AMENDED AGREEMENT. UPON THE EXECUTION OF THIS
AGREEMENT, NCM INC. SHALL BE ADMITTED TO THE COMPANY AS A MEMBER. FOLLOWING THE
COMMON UNIT PURCHASE AND OVER-ALLOTMENT UNIT PURCHASE, EACH PERSON NAMED AS A
MEMBER ON EXHIBIT A HERETO ON THE DATE HEREOF SHALL BE DEEMED TO OWN THE NUMBER
OF COMMON UNITS AND PREFERRED UNITS SPECIFIED IN EXHIBIT A.
(B)
EXHIBIT A HERETO CONTAINS THE NAME, ADDRESS AND NUMBER OF COMMON
UNITS AND PREFERRED UNITS OWNED BY EACH MEMBER AS OF THE DATE HEREOF FOLLOWING
THE COMMON UNIT PURCHASE AND OVER-ALLOTMENT UNIT PURCHASE AND IMMEDIATELY PRIOR
TO THE PREFERRED DISTRIBUTION. THE COMPANY SHALL REVISE EXHIBIT A (I) FROM TIME
TO TIME TO REFLECT THE ISSUANCE, CONVERSION OR TRANSFER OF UNITS IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND OTHER MODIFICATIONS TO OR CHANGES