LIMITED LIABILITY COMPANY AGREEMENT OF PCS ACQUISITION SUB, LLC
Exhibit 3.28
This Limited Liability Company Agreement of CPS Acquisition, L.L.C., effective as of January
5, 2005 (this “Agreement”), is entered into by iPayment, Inc., a Delaware corporation, as the sole
member (the “Member”).
WHEREAS, the Member desires to form a limited liability company under and subject to the laws
of the State of Delaware for the purpose described below; and
WHEREAS, the Member desires to enter into this Agreement to define formally and express the
terms of such limited liability company and its rights and obligations with respect thereto.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the Member hereby adopts this Limited Liability Company
Agreement and hereby agrees as follows:
Name. The name of the limited liability company formed hereby is PCS Acquisition Sub,
LLC (the “Company”).
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, carrying on any lawful business, purpose
or activity for which limited liability companies may be formed under the Delaware Limited
Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time
to time (the “Act”), and engaging in any and all activities necessary or incidental to the
foregoing.
Registered Office. The address of the registered office of the Company in the State of
Delaware is Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New
Castle.
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 The Corporation Trust Company.
Authorized Units. The Company shall be authorized to issue 10,000 Class A Units or
such greater or lesser number as the Board of Representatives may determine from time to time.
Schedule A sets forth the number of Units owned by each Member.
Member and Capital Contribution. The name and the business address of the Member and
the amount of cash or other property contributed or to be contributed by the Member to the capital
of the Company is set forth in Schedule A attached hereto and shall be listed on the books
and records of the Company. The Representatives of the Company shall cause the books and records,
and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect
the information therein.
The Member shall not be required to make any additional contributions of capital to the
Company, although the Member may from time to time agree to make additional capital contributions
to the Company.
Powers. The business and affairs of the Company shall be governed and managed by the
Board of Representatives. The Representatives 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 managers of a limited liability company under the laws of the
State of Delaware or as otherwise provided herein.
Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the
first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree
of judicial dissolution under Section 18-802 of the Act.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated
to the Member.
Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
Resignation. The Member shall not resign from the Company (other than pursuant to a
transfer of the Member’s entire limited liability company interest in the Company to a single
substitute member, including pursuant to a merger agreement that provides for a substitute member
pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.
Assignment and Transfer. The Member may assign or transfer in whole but not in part
its Class A Unit(s) of membership interest to a single acquiror upon the unanimous approval of the
Board of Representatives.
Admission of Substitute Member. A person who acquires the Member’s Class A Unit(s) of
membership interest by transfer or assignment shall be admitted to the Company as a member upon the
execution of this Agreement or a counterpart of this Agreement and thereupon shall become the
“Member” for purposes of this Agreement.
Liability of Member and Representatives. Neither the Member nor any Representative
shall have any liability for the obligations or liabilities of the Company except to the extent
provided herein or in the Act.
Indemnification. The Company shall indemnify and hold harmless each Representative and
the Member and its partners, shareholders, officers, directors, managers, employees, agents and
representatives and the partners, shareholders, officers, directors, managers, employees, agents
and representatives of such persons to the fullest extent permitted by the Act.
Amendment. This Agreement may be amended from time to time with the consent of the
Member.
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Governing Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as
of the 5th day of January, 2005.
| iPAYMENT, INC. | ||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. Daily | |||||
| Title: | ||||||
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SCHEDULE A
| Member and | ||||||||
| Business Address | Capital Contribution | Class A Units | ||||||
iPayment, Inc. |
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
|
$ | 10 | 1 | |||||
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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