AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GPACSUB LLC
EXHIBIT 3.195
AMENDED AND RESTATED
GPACSUB LLC
As adopted by the Sole Member on August 19, 2011
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of GPACSUB LLC
(the “Company”) is made and entered into as of August 19, 2011 by XXXXXX PACKAGING PLASTIC PRODUCTS
INC., a Delaware corporation with its principal offices at 0000 Xxxxxxxx Xxxxxx Xxxx, Xxxx,
Xxxxxxxxxxxx 00000 (the “Member”).
WITNESSETH:
WHEREAS, the Company was originally formed under the name GPACSUB LLC on August 28, 2007,
under the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§
18-101 et seq. (the “Act”), with XXXXXX PACKAGING ACQUISITION CORP., a Delaware
corporation with its principal offices at 0000 Xxxxxxxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxxxx 00000 as
the sole member; and
WHEREAS, pursuant to the acceptance by XXXXXX PACKAGING PLASTIC PRODUCTS INC. of the offer of
XXXXXX PACKAGING ACQUISITION CORP. to transfer to XXXXXX PACKAGING PLASTIC PRODUCTS INC., XXXXXX
PACKAGING ACQUISITION CORP.’s one hundred percent (100%) membership interest in GPACSUB LLC as a
contribution to XXXXXX PACKAGING PLASTIC PRODUCTS INC.’s capital, on December 31, 2008, and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree that the Agreement is hereby amended and restated in its entirety by
this Amended and Restated Limited Liability Company Agreement and, as so amended and restated
hereby, shall read in its entirety as follows :
1. Name. The name of the Company shall be GPACSUB LLC, or such
other name as the Members may from time to time hereafter designate.
2. Definitions. Capitalized terms not otherwise defined
herein shall have the meanings set forth therefore in Section 18-101 of the Act.
3. Purpose. The Company is formed for the purpose of engaging in
any lawful business permitted by the Act or the laws of any jurisdiction in which the Company
may do
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business. The Company shall have the power to engage in all activities and transactions
which the Members deem necessary or advisable in connection with the foregoing.
4. Offices.
(a) The principal place of business and office of the Company shall be located at, and the
Company’s business shall be conducted from, such place or places as the Members may designate from
time to time.
(b) The registered office of the Company in the State of Delaware shall be located at c/o The
Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The
name and address of the registered agent of the Company for service of process on the Company in
the State of Delaware shall be The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The Members may from time to time change the registered agent
or office by an amendment to the certificate of formation of the Company.
5. Members. The name and address of each Member of the Company
are as set forth on Schedule A attached hereto. The business and affairs of the
Company shall be managed by the Members. The Members shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described herein, including all
powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Each
Member 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 any amendments and/or
restatements thereof) and any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which the Company may
wish to conduct business. The execution by one Member of any of the foregoing certificates (and
any amendments and/or restatements thereof) shall be sufficient.
6. Term. The term of the Company shall commence on the date of
filing of the certificate of formation of the Company and shall continue until the Company is
dissolved and its affairs are wound up in accordance with Section 13 of this Agreement and a
certificate of cancellation is filed in accordance with the Act.
7. Management of the Company. Any action to be taken by the
Company shall require the affirmative vote of Members holding a majority of the Limited Liability
Company Interests of the Company (except as otherwise expressly provided herein). Any action so
approved may be taken by any Member on behalf of the Company and any action so taken shall bind
the Company.
8. Capital Contributions. Members shall make capital
contributions to the Company in such amounts and at such times as they shall mutually agree
pro rata in accordance with profit sharing interests as set forth in
Schedule A hereof (“Profit Sharing Interests”), which amounts shall be set forth
in the books and records of the Company.
9. Assignments of Member Interest. A member may not sell, assign,
pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Limited Liability
Company
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Interest in the Company to any Person without the written consent of the other Members, which
consent may be granted or withheld in each of their sole and absolute discretion.
10. Resignation. No Member shall have the right to resign from the Company
except with the consent of all of the Members and upon such terms and conditions as may be
specifically agreed upon between the resigning Member and the remaining Members. The provisions
hereof with respect to distributions upon resignation are exclusive and no Member shall be
entitled to claim any further or different distribution upon resignation under Section 18604 of
the Act or otherwise.
11. Allocations and Distributions. Distributions of cash or other assets of
the Company shall be made at such times and in such amounts as the Members may determine.
Distributions shall be made to (and profits and losses of the Company shall be allocated among)
Members pro rata in accordance with each of their Profit Sharing Interests, or in
such other manner and in such amounts as all of the Members shall agree from time to time and
which shall be reflected in the books and records of the Company.
12. Return of Capital. No Member has the right to receive any distributions
which include a return of all or any part of such Member’s capital contribution, provided that
upon the dissolution and winding up of the Company, the assets of the Company shall be
distributed as provided in Section 18-804 of the Act.
13. Dissolution. The Company shall be dissolved and its affairs wound up upon
the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act,
except the Company shall not be dissolved upon the occurrence of an event that terminates the
continued membership of a Member if (i) at the time of the occurrence of such event there are at
least two (2) Members of the Company, or (ii) within ninety (90) days after the occurrence of such
event, all remaining Members agree in writing to continue the business of the Company and to the
appointment, effective as of the date of such event, of one or more additional Members.
14. Amendments. This Agreement may be amended only upon the written consent of
all of the Members.
15. Miscellaneous. The Members shall not have any liability for the debts,
obligations or liabilities of the Company except to the extent provided by the Act. This Agreement
shall be governed by, and construed under, the laws of the State of Delaware, without regard to
conflict of law rules.
16. Officers. The Company, and each Member on behalf of the Company, acting
singly or jointly, may employ and retain persons as may be necessary or appropriate for the
conduct of the Company’s business (subject to the supervision and control of the Members),
including employees and agents who may be designated as Members), including employees and agents
who may be designated as officers with titles, including , but not limited to, “chairman,” “chief
executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “managing director,”
“chief financial officer,” “assistant treasurer” and “assistant secretary” as and to the extent
authorized by the Members.
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
August 19, 2011.
| XXXXXX PACKAGING PLASTIC PRODUCTS INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Vice President, Finance, Operations | ||||||
SCHEDULE A
Name and Address of Members
|
Profit Sharing Interests | |||
Xxxxxx Packaging Plastic Products Inc.
|
100 | % | ||
0000 Xxxxxxxx Xxxxxx Xxxx |
||||
Xxxx, Xxxxxxxxxxxx 00000 |
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