The Company and Its Business. 2.1. Formation of the Company; Effectiveness.............................11 2.2. Company Name........................................................11 2.3. Term................................................................11 2.4. Business; Scope of Members' Authority...............................11 2.5. Principal Office; Registered Agent..................................12 2.6. Names and Addresses of Members......................................12 2.7.
The Company and Its Business. 6 2.1 Formation .................................................................................................................6 2.2 Company Name .......................................................................................................6 2.3
The Company and Its Business. 2.1 The Company The Company shall be called “Marine Harvest N.V.” and shall be a limited liability company (“naamloze vennootschap”) incorporated under the laws of the Netherlands with its headquarters in the Netherlands.
The Company and Its Business. 2.1 Classes of Interests. The Company has two classes of Interests outstanding and authorized for issuance: Class A Interests and Class B Interests. As of the date hereof, Class A Member is the sole holder of Class A Interests and Class B Member is the sole holder of Class B Interests.
The Company and Its Business. The primary business to be conducted by the Company shall be the acquisition of merchandise from various sources, and reselling it on the Internet website known as eBay. The Company shall also act as a Trading Assistant, whereby it sells merchadise for others for a fee on eBay. The Company may also engage in any other lawful business that the Members may approve. The name of the Company shall be registered as a trademark with the Office of the Secretary of State of the Commonwealth of Pennsylvania. The registered office of the Company, and its principal place of business shall be located at 000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, which is the home of Xxxx Xxx, a Member of the Company. This is a home-based business. Each Member is employed by another company. Each member shall work on the business of the Company part time as a second job, and will devote time to the business, as it is available, primarily on weekends. The business will not maintain regular working hours, but each Member will work whatever hours that are required to accomplish their respective responsibilities as set forth in this Agreement.
The Company and Its Business. THE FOLLOWING IS A BRIEF DESCRIPTION OF THE COMPANY AND ITS BUSINESS AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION SET FORTH IN THE COMPANY'S FORM 10-KSB ATTACHED HERETO AS EXHIBIT C. POTENTIAL INVESTORS SHOULD REVIEW THE COMPANY'S FORM 10-KSB IN ITS ENTIRETY PRIOR TO SUBSCRIBING TO PURCHASE ANY UNITS. The Company was formerly known as "Pre-Settlement Funding Corporation" and was formed on October 14, 1999 under the laws of the state of Delaware. We changed the name from Pre-Settlement Funding Corporation to "Seawright Holdings, Ixx." xx Xeptember 26th, 2003. The Company is a development stage enterprise, as defined by Statement of Financial Accounting Standards No. 7 ("SFAS No. 7"). Our principal executive offices are located at 600 Cameron Street, Axxxxxxxxx, Xxxxxxxx. Xxx Xxxxxxx xxxx xxese facilities on a pay-as-needed basis, which includes phone answering service and mail collection. The Company believes that the current facilities are suitable for its current needs. In October 2003, the Company acquired real property enabling it to enter a business involving spring water bottling and sale. The property acquired is located in Mt. Sidney in the Shenandxxx Xxlley area of Virginia. The spring has a flow in excess of 1 million gallons of water daily. The main focus of the Company's current operations is the establishment of a business selling spring water from the company's property. The Company may pursue other business opportunities as it sees appropriate. BUSINESS STRATEGY The Company's business plan is to sell its spring water to other bottlers, and it may enter into co-packing arrangements whereby other bottlers will bottle Seawright Springs watxx xxxxx their name or under private labeling agreements with other retailers or distributors. Private label bottled water is Seawright Springs watxx xxxxxxd under another company's brand name. Selling to the private labeled bottled water market will allow the Company to sell our water without the expense of an advertising budget that is required to establish brand recognition and market identity. In its initial operations, the Company will focus on bulk water sales. Bulk water sales are achieved by the arrival of a tanker at the Company spring site. The buyer loads the water at the spring site and takes it to the bottling and packaging facility used by the private label bottler. The company intends to install a state of the art bulk water loading facility and is in the discussion stage wit...
The Company and Its Business. 2.1. Company Name..........................................................24 2.2. Term..................................................................24 2.3. Filing of Certificate and Amendments..................................24 2.4. Purpose and Business; Powers; Scope of Members' Authority.............25 2.5. Principal Office; Registered Agent....................................25 2.6. Names and Addresses of Members........................................25 2.7. Representations and Warranties by the Company.........................25 2.8. Representations and Warranties by each Member.........................26 2.9. Indemnification.......................................................27 2.10. Post-Closing Adjustments..............................................28
The Company and Its Business. 3.1 Legal Form The Company shall be incorporated in the Kingdom in the form of a limited liability company. Any change to the legal form of the Company shall require the consent of each Shareholder as a Shareholder Reserved Matter. Each Party hereby agrees that, in the event that each of the Shareholders agree to change the legal form of the Company, such change in the legal form of the Company will not be effected in a manner that would negatively affect the governance or minority rights of any Shareholder hereunder (whether in relation to Board representation or any other rights) as of immediately prior to such change in legal form, and each Party will take all steps necessary to ensure that the constitutional documents of the successor Company (as revised to reflect such change in legal form) mirror as closely as possible the rights, powers, privileges and remedies conferred upon the Parties by this Agreement, in each case to the maximum extent permitted under Applicable Law.
The Company and Its Business. 2.1 Effectiveness of the Agreement; Continuation. On June 17, 1999, the Company was formed as a Delaware limited liability company pursuant to the Certificate of Formation executed and filed by Whitehall in the Office of the Secretary of State of the State of Delaware pursuant to the provisions of the LLCA. Notwithstanding anything to the contrary contained herein or in the Original LLC Agreement, this Agreement shall become effective upon the Effective Time. The Original LLC Agreement shall continue in full force and effect and shall govern the operation of the Company at all times prior to the Effective Time. The Members hereby agree to continue the Company as a limited liability company pursuant to the provisions of the LLCA, and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions hereinafter set forth. The Members agree that the rights and liabilities of the Members shall be as provided in the LLCA except as otherwise herein expressly provided. Whitehall (as an authorized person pursuant to the LLCA) shall file and record any amendments and/or restatements to the Certificate of Formation and such other ministerial documents as may be required or appropriate under the laws of the State of Delaware and of any other jurisdiction in which the Company may conduct business as a result of the execution of this Agreement. Whitehall (as an authorized person pursuant to the LLCA) has caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware. A photocopy of each such document has been delivered to and ratified and approved by each Member. Each Member is hereby admitted as a Member of the Company as of the Effective Time and, by its execution and delivery of this Agreement, agrees to be bound by the Certificate of Formation and the terms and provisions of this Agreement.
The Company and Its Business
