Exhibit 3.42
OPERATING AGREEMENT
OF
QUINTILES AUSTRIAN HOLDINGS, LLC
THIS OPERATING AGREEMENT of Quintiles Austrian Holdings, LLC (the
"Company"), a limited liability company organized pursuant to the North Carolina
Limited Liability Company Act, is effective as of the 22nd day of September
2003. Quintiles Transnational Corp. ("Member") is the sole member of the
Company. Solely for federal and state tax purposes and pursuant to Treasury
Regulations Section 301.7701, the Member and the Company intend the Company to
be disregarded as an entity that is separate from the Member. For all other
purposes, however, the Member and the Company intend the Company to be respected
as a separate legal entity that is separate and apart from the Member
(including, without limitation, limited liability protection for the Member from
Company liabilities).
ARTICLE I
FORMATION OF THE COMPANY
1.1. Formation. The Company was formed on September 22nd 2003, upon
the filing with the Secretary of State of the Articles of Organization of the
Company.
1.2. Name. The name of the Company is Quintiles Austrian Holdings,
LLC. The Member may change the name of the Company from time to time as it deems
advisable, provided appropriate amendments to this Agreement and the Articles of
Organization and necessary filings under the Act are first obtained.
1.3. Registered Office and Registered Agent. The Company's
registered office within the State of North Carolina and its registered agent at
such address shall be as the Member may from time to time deem necessary or
advisable.
1.4. Principal Place of Business. The principal place of business
of the Company within the State of North Carolina shall be at such place or
places as the Member may from time to time deem necessary or advisable.
1.5. Purposes and Powers.
(a) The purpose of the Company shall be to engage in any
lawful business for which limited liability companies may be organized under the
Act.
(b) The Company shall have any and all powers which are
necessary or desirable to carry out the purposes and business of the Company, to
the extent the same may be legally exercised by limited liability companies
under the Act.
1.6. Term. The Company shall continue in existence until it is
dissolved and its affairs wound up in accordance with the provisions of this
Agreement or the Act.
1.7. Nature of Member's Interest. The interest of the sole Member
in the Company shall be personal property for all purposes. Legal title to all
Company assets shall be held in the name of the Company.
ARTICLE II
DEFINITIONS
The following terms used in this Agreement shall have the following
meanings (unless otherwise expressly provided herein):
"Act" means the North Carolina Limited Liability Company Act, as the
same may be amended from time to time.
"Agreement" means this Operating Agreement, as amended from time to
time.
"Articles of Organization" means the Articles of Organization of the
Company filed with the Secretary of State, as amended or restated from time to
time.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time (and any corresponding provisions of succeeding law).
"Manager" means the Person or Persons designated as manager pursuant to
Section 3.1. "Member" means Quintiles Transnational Corp.
"Person" means an individual, a trust, an estate, a domestic
corporation, a foreign corporation, a professional corporation, a partnership, a
limited partnership, a limited liability company, a foreign limited liability
company, an unincorporated association, or another entity.
"Property" means (i) any and all property acquired by the Company, real
and/or personal (including, without limitation, intangible property), and (ii)
any and all of the improvements constructed on any real property.
"Secretary of State" means the Secretary of State of North Carolina.
"Treasury Regulations" means the Income Tax Regulations and Temporary
Regulations promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).
ARTICLE III
MANAGEMENT OF THE COMPANY
3.1. Management. The Member, by virtue of its status as the sole
Member, shall be the Manager of the Company for all purposes. Except as
otherwise expressly provided in this Agreement, the Articles of Organization or
the Act, all decisions with respect to the management
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of the business and affairs of the Company shall be made by the Member acting in
its capacity as Manager. The Member, acting in its capacity as Manager, shall
have full and complete authority, power and direction to manage and control the
business of the Company, to make all decisions regarding those matters and to
perform any and all other acts customary or incident to the management of the
Company's business. The Member may elect or retain one or more assistant
managers, agents, or officers who need not be a member of the Company, with such
titles, duties and compensation as may be determined by the Member.
3.2. Indemnification of Manager for Management Services. The
Company shall indemnify the Member or its authorized delegatee(s) in connection
with their services to the Company to the fullest extent permitted or required
by the Act, as amended from time to time, and the Company may advance expenses
incurred by such person upon the approval of the Member, upon the receipt by the
Company of a signed statement from such person agreeing to reimburse the Company
for such advance in the event it is ultimately determined that such person is
not entitled to be indemnified by the Company against such expenses.
ARTICLE IV
RIGHTS AND OBLIGATIONS OF MEMBER
4.1. Name and Address of Member. The name, address, and Membership
Interest of the Member is reflected in Schedule I attached hereto.
4.2. Limited Liability. The Member shall not be required to make
any contribution to the capital of the Company except as set forth in Schedule
I, nor shall the Member in its capacity as such be bound by, or personally
liable for, any expense, liability, or obligation of the Company except to the
extent of its interest in the Company and the obligation to return distributions
made to them under certain circumstances as required by the Act. The Member
shall be under no obligation to restore a deficit capital account upon the
dissolution of the Company or the liquidation of Membership Interest.
ARTICLE V
CAPITAL CONTRIBUTIONS AND LOANS
The Member has contributed property to the Company as the initial
capital contribution as set forth opposite its name on Schedule I attached
hereto.
ARTICLE VI
ALLOCATIONS
All profit and loss of the Company and all assets and liabilities of
the Company shall, solely for state and federal tax purposes, be treated as that
of the Member pursuant to Treasury Regulations Section 301.7701, but for no
other purpose (including, without limitation, limited liability protection for
the Member from Company liabilities).
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ARTICLE VII
DISTRIBUTIONS
Distributions of assets shall be made on such basis and at such time as
determined by the Member, subject to the limitations of distributions in N.C.
Gen. State Section 57C-4-06.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION OF THE COMPANY
8.1. Dissolution Events. The Company will be dissolved upon the
happening of any of the following events:
(a) All or substantially all of the assets of the Company
are sold, exchanged, or otherwise transferred (unless the Member has elected to
continue the business of the Company);
(b) The Member signs a document stating its election to
dissolve the Company;
(c) The entry of a final judgment, order, or decree of a
court of competent jurisdiction adjudicating the Company to be bankrupt and the
expiration without appeal of the period, if any, allowed by applicable law in
which to appeal; or
(d) The entry of a decree of judicial dissolution or the
issuance of a certificate for administrative dissolution under the Act.
8.2. Liquidation. Upon the happening of any of the events specified
in Section 8.1 and, if applicable, the failure of the Member to continue the
business of the Company, the Member, or any liquidating trustee designated by
the Member, will commence as promptly as practicable to wind up the Company's
affairs unless the Member or the liquidating trustee (either, the "Liquidator")
determines that an immediate liquidation of Company assets would cause undue
loss to the Company, in which event the liquidation may be deferred for a time
determined by the Liquidator to be appropriate. Assets of the Company may be
liquidated or distributed in kind, as the Liquidator determines to be
appropriate. The Member will continue to be entitled to distributions and
allocations of Company profits and losses during the period of liquidation. The
proceeds from liquidation of the Company and any Company assets that are not
sold in connection with the liquidation will be applied in the following order
of priority:
(a) To payment of the debts and satisfaction of the other
obligations of the Company, including, without limitation, debts and obligations
to the Member;
(b) To the establishment of any reserves deemed
appropriate by the Liquidator for any liabilities or obligations of the Company,
which reserves will be held for the purpose of paying liabilities or obligations
and, at the expiration of a period the Liquidator deems appropriate, will be
distributed in the manner provided in Section 8.2(c); and, thereafter
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(c) To the Member.
8.3. Articles of Dissolution. Upon the dissolution and commencement
of the winding up of the Company, the Member shall cause Articles of Dissolution
to be executed on behalf of the Company and filed with the Secretary of State,
and the Member shall execute, acknowledge, and file any and all other
instruments necessary or appropriate to reflect the dissolution of the Company.
ARTICLE IX
MISCELLANEOUS
9.1. Records. The records of the Company will be maintained at the
Company's principal place of business or at any other place the Member selects,
provided the Company keeps at its principal place of business the records
required by the Act to be maintained there.
9.2. Survival of Rights. Except as provided herein to the contrary,
this Agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns.
9.3. Interpretation and Governing Law. When the context in which
words are used in this Agreement indicates that such is the intent, words in the
singular number shall include the plural and vice versa. The masculine gender
shall include the feminine and neuter. The Article and Section headings or
titles shall not define, limit, extend, or interpret the scope of this Agreement
or any particular Article or Section. This Agreement shall be governed and
construed in accordance with the laws of the State of North Carolina without
giving effect to the conflicts of laws provisions thereof.
9.4. Severability. If any provision, sentence, phrase or word of
this Agreement or the application thereof to any person or circumstance shall be
held invalid, the remainder of this Agreement, or the application of such
provision, sentence, phrase, or word to Persons or circumstances, other than
those as to which it is held invalid, shall not be affected thereby.
9.5. Agreement in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument.
9.6. Tax Matters Manager. For purposes of this Agreement, Quintiles
Transnational Corp. shall be the Tax Matters Partner as that term is defined in
the Code and Treasury Regulations.
9.7. Creditors Not Benefited. Nothing in this Agreement is intended
to benefit any creditor of the Company. No creditor of the Company will be
entitled to require the Member to solicit or accept any loan or additional
capital contribution for the Company or to enforce any right which the Company
may have against a Member, whether arising under this Agreement or otherwise.
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IN WITNESS WHEREOF, the undersigned, being the sole Member of the
Company, has caused this Agreement to be duly adopted by the Company as of
the________ day of September 2003.
MEMBER
Quintiles Transnational Corp.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx Xxxxxxx, Executive Vice President
COMPANY
Quintiles Austrian Holdings, LLC
Quintiles Transnational Corp., Member - Manager
By: /s/ Xxxx X. Xxxxxxx
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Xxxx Xxxxxxx, Executive Vice President
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