LIMITED LIABILITY COMPANY AGREEMENT OF PRWIRELESS PR, LLC
Exhibit 3.157
LIMITED LIABILITY COMPANY AGREEMENT
OF
PRWIRELESS PR, LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and adopted, effective as of November 16, 2017, by PRWireless Holdco, LLC, a Delaware limited liability company (the “Member”), the sole member of the limited liability company described in this Agreement. Unless the context otherwise requires, terms which are capitalized and not otherwise defined in context shall have the meanings set forth in Article II of this Agreement.
Article I.
ORGANIZATIONAL MATTERS
1.1 Formation of the Company; Term. The Company is a limited liability company formed under the Act and governed by this Agreement. The Company is an entity separate from its sole Member, created upon the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of the Company. Unless sooner dissolved and liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is PRWireless PR, LLC.
1.4 Office and Agent. The registered agent of the Company in the State of Delaware is Corporation Service Company and the registered office of the Company in the State of Delaware is 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX, 00000. The Member may from time to time change the registered agent or office of the Company or establish additional places of business or offices of the Company as necessary or appropriate. Such changes need not be reflected in this Agreement.
Article II.
DEFINITIONS
Unless the context otherwise requires, the following terms (and the singular or plural thereof) used in this Agreement shall have the meanings set forth below:
“Act” means the limited liability company law set forth in Chapter 18 of Title 6 of the Delaware Code, as amended from time to time. Any reference to the Act shall automatically include a reference to any subsequent or successor limited liability company law in Delaware.
“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with the Member. Without limiting the generality of the foregoing, “control” of
a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.
“Agreement” means this Agreement, as amended from time to time, by amendments duly executed and delivered.
“Company” means PRWireless PR, LLC.
“Interest” means a membership interest in the Company, including any and all benefits to which the Member is entitled under this Agreement and the obligations of the Member under this Agreement.
“Member” means PRWireless Holdco, LLC, a Delaware limited liability company, or its successor.
“Person” means any individual, partnership, limited liability company, corporation, trust, estate, association, or other entity.
Article III.
CAPITALIZATION; ECONOMICS
Article IV.
MANAGEMENT
resignations or until removed from office by the Member. Officers serve at the pleasure of the Member, and the Member may remove an officer at any time with or without cause.
Article V.
TRANSFERS AND DISSOLUTION
Article VI.
INDEMNIFICATION OF MEMBER AND OFFICERS.
(a) The Company shall indemnify, to the full extent then permitted by law, any Person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, brought by or against the Company or otherwise, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Member of the Company or an officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The Company shall pay, to the full extent then permitted by law, expenses, including attorney’s fees, incurred by the Member of the Company in defending any such action, suit, or proceeding as they are incurred, in advance of final disposition thereof, and may pay, in the same manner and to the full
extent then permitted by law, such expenses incurred by any other Person. The indemnification and payment of expenses provided hereby shall be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Company’s Certificate of Formation, any agreement, or otherwise, both as to action in official capacities and as to action in another capacity while the Person is a Member, trustee, officer, employee, or agent of the Company, and shall continue as to a Person who has ceased to be a Member of the Company, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such Person. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any indemnitee if a judgment or other final adjudication adverse to such indemnitee establishes that such indemnitee’s acts were fraudulent, grossly negligent or the result of willful malfeasance and, in each case, were material to the cause of action so adjudicated .
(b) The Company may, to the full extent then permitted by law and authorized by the Member, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any Person described in this Section 6.1 against any liability asserted against and incurred by any such Person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such person against such liability.
(c) The Company, upon approval of the Member, may enter into agreements with any Persons whom the Company may indemnify under applicable law and undertake thereby to indemnify such persons and to pay the expenses incurred by them in defending any action, suit, or proceeding against them, whether or not the Company would have the power under this Agreement to indemnify any such Person.
6.3 Liability to Others. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture. It is the intention of the Member that it shall have the benefit of Section 18-303(a) of the Act. The debts, obligations and liabilities of the Company are solely the debts, obligations and liabilities of the Company, and the Member shall not be liable therefore solely by reason of being a member of the Company. Furthermore, if applicable, no holder of an equity interest in the Member, or any director, officer or employee of any of the foregoing or any of their Affiliates, shall be obligated personally for any debt, obligation or other liability of the Company solely by reason of being a holder of an equity interest in the Member, or a director, officer or employee of any of the foregoing or any of their Affiliates. No failure of the Company to observe any corporate or other formality or requirement relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall be grounds for imposing liability on the Member (or, if applicable, any holder of an equity interest in the Member, or any director, officer or employee of
any of the foregoing or any of their Affiliates) for any debt, obligation or liability of the Company.
Article VII.
MISCELLANEOUS
7.4 Governing Law. This Agreement shall be governed and construed in accordance with the internal, substantive laws of the State of Delaware, without giving effect to its rules of conflicts of laws.
[remainder of page intentionally left blank - signature page follows]
PRWIRELESS HOLDCO, LLC | ||
By: | /s/ Xxxx Xxxx | |
Xxxx Xxxx | ||
Chief Executive Officer |
[Signature Page to Limited Liability Agreement]