EXHIBIT 3.8
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMI ACQUISITION II LLC
This Limited Liability Company Agreement (this "AGREEMENT") of AMI
Acquisition II LLC is entered into by AMI Semiconductor Inc., as the sole member
and any other person who, at such time, is admitted to the Company (as defined
below) as a member in accordance with the terms of this Agreement, being a
"MEMBER").
The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del.C. Section 18-101, et seq.), as amended from time
to time (the "ACT"), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is AMI
Acquisition II LLC (the "COMPANY").
2. Filing of Certificates. The Member, as an authorized person, within
the meaning of the Act, shall execute, deliver and file, or cause the execution,
delivery and filing of, all certificates required or permitted by the Act to be
filed in the Office of the Secretary of State of the State of Delaware and any
other certificates, notices or documents required or permitted by law for the
Company to qualify to do business in any jurisdiction in which the Company may
wish to conduct business.
3. Purposes. The purpose of the Company is to engage in any lawful act
or activity for which limited liability companies may be formed under the Act.
4. Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have and may exercise all the
powers now or hereafter conferred by Delaware law on limited liability companies
formed under the Act. The Company shall have the power to do any and all acts
necessary, appropriate, proper, advisable, incidental or convenient to or for
the protection and benefit of the Company, and shall have, without limitation,
any and all of the powers that may be exercised on behalf of the Company by the
Member.
5. Principal Business Office. The principal business office of the
Company shall be located at such location as may hereafter be determined by the
Member.
6. Registered Office; Registered Agent. The address of the registered
office and the name and address of the registered agent of the Company in the
State of Delaware is c/o Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
7. Certificate of Formation.
The designation of ▇▇▇▇▇ ▇▇▇▇▇▇ as an "authorized person" within the
meaning of the Delaware Act for the limited purpose of executing, delivering and
filing the Certificate of Formation of the Company (the "CERTIFICATE OF
FORMATION") is hereby ratified and confirmed, and ▇▇▇▇▇ ▇▇▇▇▇▇ as such
authorized person has executed, delivered and filed the Certificate of Formation
with the Secretary of State of the State of Delaware on June 19, 2002. As of the
date hereof, ▇▇▇▇▇ Roger's powers as an "authorized person" ceased, and the
Member thereupon became a designated "authorized person" and shall continue as a
designated "authorized person" within the meaning of the Delaware Act.
8. Member. The name and the mailing address of the Member is as
follows:
NAME ADDRESS
---- -------
AMI Semiconductor Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
9. Membership Interests. The Company hereby irrevocably elects that all
membership interests in the Company shall be securities governed by Article 8 of
the Uniform Commercial Code (the "UCC"), as provided for by Section 8-103(c) of
the UCC as in effect in New York. Each certificate evidencing membership
interests in the Company shall bear the following legend "This certificate
evidences an interest in AMI Acquisition II LLC and shall be a security for
purposes of Article 8 of the Uniform Commercial Code." No change to this
provision shall be effective until all outstanding certificates have been
surrendered for cancellation and any new certificates thereafter issued shall
not bear the foregoing legend.
10. Limited Liability. Except as required by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a member of the
Company.
11. Capital Contributions. The Member is deemed admitted as the member
of the Company upon its execution and delivery of this Agreement. The Member has
contributed $1.00 in cash and no other property to the Company. The Member may,
but is not obligated to make any additional capital contribution to the Company.
12. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated solely to the Member.
13. Distributions. Subject to the limitations of Section 18-607 of the
Act and any other applicable law, distributions shall be made to the Member at
the times and in the aggregate amounts determined by the Member.
14. Management. In accordance with Section 18-402 of the Act,
management of the Company shall be vested in the Member. The Member shall have
the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including all powers,
statutory or otherwise, possessed by members of a limited liability company
under the laws of the State of Delaware. The Member has the authority to bind
the Company.
15. Officers. (a) The Member may, from time to time as it deems
advisable, select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the "OFFICERS") and assign titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally
associated with that office, including the setting up of any bank accounts of
the Company. Any delegation pursuant to this Section 15 may be revoked at any
time by the Member. An Officer may be removed with or without cause by the
Member.
(b) The initial officers of the Company shall be as follows:
President ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Secretary ▇▇▇▇▇ ▇▇▇▇▇▇
16. Other Business. The Member may engage in or possess an interest in
other business ventures of every kind and description, independently or with
others.
The Company shall not have any rights in or to such independent ventures or the
income or profits therefrom by virtue of this Agreement.
17. Exculpation and Indemnification. (a) To the fullest extent
permitted by the laws of the State of Delaware and except in the case of bad
faith, gross negligence or willful misconduct, no Member or Officer shall be
liable to the Company or any other Member for any loss, damage or claim incurred
by reason of any act or omission performed or omitted by such Member or Officer
in good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of the authority conferred on such Member or Officer by this
Agreement.
(b) Except in the case of bad faith, gross negligence or willful
misconduct, each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a Member or Officer, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the laws of the State
of Delaware for directors and officers of corporations organized under the laws
of the State of Delaware. Any indemnity under this Section 17 shall be provided
out of and to the extent of Company assets only, and no Member shall have
personal liability on account thereof.
18. Assignments. The Member may at any time assign in whole or in part
its limited liability company interest in the Company. If the Member transfers
all of its interest in the Company pursuant to this Section 18, the transferee
shall be admitted to the Company upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this Agreement. Such
admission shall be deemed effective immediately prior to the transfer, and,
immediately following such admission, the transferor Member shall cease to be a
member of the Company.
19. Resignation. The Member may at any time resign from the Company. If
the Member resigns pursuant to this Section 19, an additional Member shall be
admitted to the Company, subject to Section 20 hereof, upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement. Such admission shall be deemed effective immediately prior to
the resignation, and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.
20. Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the written consent of the
Member.
21. Dissolution.
(a) The Company shall dissolve and its affairs shall be wound
up upon the first to occur of the following: (i) the written consent of
the Member or (ii) the entry of a decree of judicial dissolution under
Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct
only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the
assets or proceeds from the sale of the assets of the Company shall be
applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.
22. Separability of Provisions. If any provision of this Agreement or
the application thereof is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable to any extent, the remainder of
this Agreement and the application of such provisions shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
23. Entire Agreement. This Agreement constitutes the entire agreement
of the Member with respect to the subject matter hereof.
24. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles).
25. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member.
26. Sole Benefit of Member. The provisions of this Agreement are
intended solely to benefit the Member and, to the fullest extent permitted by
applicable law, shall not be construed as conferring any benefit upon any
creditor of the Company (and no such creditor shall be a third-party beneficiary
of this Agreement), and the Member shall have no duty or obligation to any
creditor of the Company to make any contributions or payments to the Company.
27. Effectiveness. This Agreement shall become effective when the
Member shall have executed and delivered the Agreement to the Company.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the 19th day of June, 2002.
AMI SEMICONDUCTOR INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer