Exhibit 2.11
LIMITED LIABILITY COMPANY AGREEMENT
OF
APRISMA MANAGEMENT TECHNOLOGIES LLC
This Limited Liability Company Agreement (this "Agreement") of Aprisma
Management Technologies LLC, is entered into as of the ___ day of _____, ____ by
Aprisma Management Technologies, Inc., as member (the "Member").
The Member in order to form a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act, as amended
from time to time (6 Del.C. (S)18-101, et seq.) (the "Act"), hereby agrees with
the Company as follows:
1. Name. The name of the limited liability company shall be Aprisma
Management Technologies LLC (the "Company").
2. Purpose. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act (including, without limitation, providing services to
others and acquiring, managing and disposing of real and personal property), and
engaging in any and all activities necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust
Center, 0000 Xxxxxx Xx., Xxxxxxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xx.,
Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member. The name and the business, residence or mailing addresses of the
Member is as follows:
Name Address
---- -------
Aprisma Management Technologies, Inc. 000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
6. Powers. The Company shall have the power and authority to do any and all
acts necessary or convenient to or in furtherance of the purposes described in
Section 2 hereof, including all power and authority, statutory or otherwise,
possessed by, or which may be conferred upon, limited liability companies under
the laws of the State of Delaware.
7. Management. The management of the Company shall be vested in three
persons appointed as Managers by the Member, each of whom shall serve as a
Manager and a member of the Board of Managers until a successor is appointed.
The members of the Board of Managers
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shall have exclusive authority over the business and affairs of the Company. Any
two members of the Board of Managers, acting together, shall have the full power
and authority to authorize, approve or undertake any action on behalf of the
Company and to bind the Company, without the necessity of a meeting or other
consultation with any other Manager. In connection with the foregoing, the
Managers are authorized and empowered:
(i) to appoint, by written designation filed with the records of the
Company, one or more persons (including a person that may also be a
Manager) to act on behalf of the Company as officers of the Company
with such titles as may be appropriate including the titles of
Chairman, President, Vice President, Treasurer, Secretary and
Assistant Secretary, and
(ii) to delegate any and all power and authority with respect to the
business and affairs of the Company to any individual or entity,
including any officers and employees of the Company.
Any person appointed as an officer of the Company with a title customarily held
by an officer of a corporation shall have the same power and authority to act on
behalf of the Company as an officer holding the same title would customarily
have in a corporation organized under the laws of Delaware. Xxxxx Xxxxxx is
hereby designated as an authorized person, within the meaning of the Act, to
execute, deliver and file the certificate of formation of the Company and,
together with other persons that may hereafter be designated, such other
certificates as may be necessary for the Company to qualify to do business in
any jurisdiction in which the Company may wish to conduct business.
8. Reliance by Third Parties. Any person or entity dealing with the Company
may rely upon a certificate signed by any Secretary or Assistant Secretary of
the Company, or signed by any Secretary or Assistant Secretary of the Member as
to:
(i) the persons who or entities which are authorized to execute and
deliver any instrument or document of or on behalf of the Company, and
(ii) the persons who or entities which are authorized to take any
action or refrain from taking any action as to any matter whatsoever
involving the Company.
9. Dissolution. The Company shall have perpetual existence unless it shall
be dissolved and its affairs shall have been wound up upon (a) the written
consent of the Member, (b) the resignation, bankruptcy or dissolution of the
Member or (c) the entry of a decree of judicial dissolution under Section 18-802
of the Act.
10. Capital Contributions. The Member has contributed $10 in cash, as its
initial capital contribution to the Company.
11. Additional Contributions. The Member may make, but shall not be
required to make, any additional capital contributions to the Company.
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12. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member.
13. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member.
14. Assignments. The Member may assign its limited liability company
interest to any person, which person shall become a Member upon the filing of
the instrument of assignment with the records of the Company.
15. Resignation. The Member may resign from the Company.
16. Amendments. This Agreement may be amended or restated from time to time
by the Member.
17. Liability of Member. The Member shall not have any liability for the
obligations or liabilities of the Company except to the extent provided in the
Act.
18. Governing Law. This Agreement shall be governed by, and construed
under, the Laws of the State of Delaware, all rights and remedies being governed
by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the date and
year first aforesaid.
APRISMA MANAGEMENT TECHNOLOGIES, INC.
By: ______________________________
Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive Officer
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