|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration Statement by a HTML 2.51M
Well-Known Issuer
7: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 172K
94: EX-3.100 Articles of Incorporation/Organization or Bylaws HTML 90K
95: EX-3.101 Articles of Incorporation/Organization or Bylaws HTML 97K
96: EX-3.102 Articles of Incorporation/Organization or Bylaws HTML 89K
97: EX-3.103 Articles of Incorporation/Organization or Bylaws HTML 116K
98: EX-3.104 Articles of Incorporation/Organization or Bylaws HTML 89K
99: EX-3.105 Articles of Incorporation/Organization or Bylaws HTML 121K
100: EX-3.106 Articles of Incorporation/Organization or Bylaws HTML 89K
101: EX-3.107 Articles of Incorporation/Organization or Bylaws HTML 121K
102: EX-3.108 Articles of Incorporation/Organization or Bylaws HTML 298K
103: EX-3.109 Articles of Incorporation/Organization or Bylaws HTML 131K
8: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 91K
9: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 204K
10: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 91K
104: EX-3.132 Articles of Incorporation/Organization or Bylaws HTML 93K
105: EX-3.133 Articles of Incorporation/Organization or Bylaws HTML 114K
106: EX-3.134 Articles of Incorporation/Organization or Bylaws HTML 123K
107: EX-3.135 Articles of Incorporation/Organization or Bylaws HTML 130K
108: EX-3.136 Articles of Incorporation/Organization or Bylaws HTML 121K
109: EX-3.137 Articles of Incorporation/Organization or Bylaws HTML 112K
110: EX-3.138 Articles of Incorporation/Organization or Bylaws HTML 103K
111: EX-3.139 Articles of Incorporation/Organization or Bylaws HTML 114K
11: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 178K
112: EX-3.140 Articles of Incorporation/Organization or Bylaws HTML 102K
113: EX-3.141 Articles of Incorporation/Organization or Bylaws HTML 131K
114: EX-3.142 Articles of Incorporation/Organization or Bylaws HTML 107K
115: EX-3.143 Articles of Incorporation/Organization or Bylaws HTML 111K
116: EX-3.144 Articles of Incorporation/Organization or Bylaws HTML 136K
117: EX-3.145 Articles of Incorporation/Organization or Bylaws HTML 134K
118: EX-3.146 Articles of Incorporation/Organization or Bylaws HTML 137K
119: EX-3.147 Articles of Incorporation/Organization or Bylaws HTML 195K
120: EX-3.148 Articles of Incorporation/Organization or Bylaws HTML 92K
121: EX-3.149 Articles of Incorporation/Organization or Bylaws HTML 182K
12: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 91K
122: EX-3.150 Articles of Incorporation/Organization or Bylaws HTML 93K
123: EX-3.151 Articles of Incorporation/Organization or Bylaws HTML 181K
124: EX-3.152 Articles of Incorporation/Organization or Bylaws HTML 92K
125: EX-3.153 Articles of Incorporation/Organization or Bylaws HTML 183K
126: EX-3.154 Articles of Incorporation/Organization or Bylaws HTML 93K
127: EX-3.155 Articles of Incorporation/Organization or Bylaws HTML 176K
128: EX-3.156 Articles of Incorporation/Organization or Bylaws HTML 91K
129: EX-3.157 Articles of Incorporation/Organization or Bylaws HTML 109K
130: EX-3.158 Articles of Incorporation/Organization or Bylaws HTML 204K
131: EX-3.159 Articles of Incorporation/Organization or Bylaws HTML 166K
13: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 189K
132: EX-3.160 Articles of Incorporation/Organization or Bylaws HTML 90K
133: EX-3.161 Articles of Incorporation/Organization or Bylaws HTML 115K
134: EX-3.162 Articles of Incorporation/Organization or Bylaws HTML 90K
135: EX-3.163 Articles of Incorporation/Organization or Bylaws HTML 116K
136: EX-3.164 Articles of Incorporation/Organization or Bylaws HTML 107K
137: EX-3.165 Articles of Incorporation/Organization or Bylaws HTML 130K
138: EX-3.166 Articles of Incorporation/Organization or Bylaws HTML 105K
139: EX-3.167 Articles of Incorporation/Organization or Bylaws HTML 98K
140: EX-3.168 Articles of Incorporation/Organization or Bylaws HTML 89K
141: EX-3.169 Articles of Incorporation/Organization or Bylaws HTML 212K
14: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 91K
142: EX-3.170 Articles of Incorporation/Organization or Bylaws HTML 89K
143: EX-3.171 Articles of Incorporation/Organization or Bylaws HTML 200K
144: EX-3.172 Articles of Incorporation/Organization or Bylaws HTML 88K
145: EX-3.173 Articles of Incorporation/Organization or Bylaws HTML 188K
146: EX-3.174 Articles of Incorporation/Organization or Bylaws HTML 108K
147: EX-3.175 Articles of Incorporation/Organization or Bylaws HTML 126K
148: EX-3.176 Articles of Incorporation/Organization or Bylaws HTML 463K
149: EX-3.177 Articles of Incorporation/Organization or Bylaws HTML 132K
150: EX-3.178 Articles of Incorporation/Organization or Bylaws HTML 98K
151: EX-3.179 Articles of Incorporation/Organization or Bylaws HTML 248K
15: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 174K
152: EX-3.180 Articles of Incorporation/Organization or Bylaws HTML 117K
153: EX-3.181 Articles of Incorporation/Organization or Bylaws HTML 131K
154: EX-3.182 Articles of Incorporation/Organization or Bylaws HTML 114K
155: EX-3.183 Articles of Incorporation/Organization or Bylaws HTML 126K
156: EX-3.184 Articles of Incorporation/Organization or Bylaws HTML 89K
157: EX-3.185 Articles of Incorporation/Organization or Bylaws HTML 106K
158: EX-3.186 Articles of Incorporation/Organization or Bylaws HTML 154K
159: EX-3.187 Articles of Incorporation/Organization or Bylaws HTML 222K
160: EX-3.188 Articles of Incorporation/Organization or Bylaws HTML 105K
161: EX-3.189 Articles of Incorporation/Organization or Bylaws HTML 130K
16: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 88K
162: EX-3.190 Articles of Incorporation/Organization or Bylaws HTML 134K
163: EX-3.191 Articles of Incorporation/Organization or Bylaws HTML 146K
164: EX-3.192 Articles of Incorporation/Organization or Bylaws HTML 125K
165: EX-3.193 Articles of Incorporation/Organization or Bylaws HTML 130K
166: EX-3.194 Articles of Incorporation/Organization or Bylaws HTML 107K
167: EX-3.195 Articles of Incorporation/Organization or Bylaws HTML 109K
168: EX-3.196 Articles of Incorporation/Organization or Bylaws HTML 128K
169: EX-3.197 Articles of Incorporation/Organization or Bylaws HTML 133K
170: EX-3.198 Articles of Incorporation/Organization or Bylaws HTML 122K
171: EX-3.199 Articles of Incorporation/Organization or Bylaws HTML 128K
17: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 180K
172: EX-3.200 Articles of Incorporation/Organization or Bylaws HTML 110K
173: EX-3.201 Articles of Incorporation/Organization or Bylaws HTML 125K
174: EX-3.202 Articles of Incorporation/Organization or Bylaws HTML 126K
175: EX-3.203 Articles of Incorporation/Organization or Bylaws HTML 131K
176: EX-3.204 Articles of Incorporation/Organization or Bylaws HTML 109K
177: EX-3.205 Articles of Incorporation/Organization or Bylaws HTML 127K
178: EX-3.206 Articles of Incorporation/Organization or Bylaws HTML 91K
179: EX-3.207 Articles of Incorporation/Organization or Bylaws HTML 105K
180: EX-3.208 Articles of Incorporation/Organization or Bylaws HTML 90K
181: EX-3.209 Articles of Incorporation/Organization or Bylaws HTML 125K
18: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 92K
182: EX-3.210 Articles of Incorporation/Organization or Bylaws HTML 96K
183: EX-3.211 Articles of Incorporation/Organization or Bylaws HTML 131K
184: EX-3.212 Articles of Incorporation/Organization or Bylaws HTML 93K
185: EX-3.213 Articles of Incorporation/Organization or Bylaws HTML 120K
186: EX-3.214 Articles of Incorporation/Organization or Bylaws HTML 173K
187: EX-3.215 Articles of Incorporation/Organization or Bylaws HTML 213K
188: EX-3.216 Articles of Incorporation/Organization or Bylaws HTML 95K
189: EX-3.217 Articles of Incorporation/Organization or Bylaws HTML 110K
190: EX-3.218 Articles of Incorporation/Organization or Bylaws HTML 153K
191: EX-3.219 Articles of Incorporation/Organization or Bylaws HTML 131K
19: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 179K
192: EX-3.220 Articles of Incorporation/Organization or Bylaws HTML 468K
193: EX-3.221 Articles of Incorporation/Organization or Bylaws HTML 131K
194: EX-3.222 Articles of Incorporation/Organization or Bylaws HTML 212K
195: EX-3.223 Articles of Incorporation/Organization or Bylaws HTML 128K
20: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 91K
21: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 185K
196: EX-3.244 Articles of Incorporation/Organization or Bylaws HTML 89K
197: EX-3.245 Articles of Incorporation/Organization or Bylaws HTML 113K
198: EX-3.248 Articles of Incorporation/Organization or Bylaws HTML 89K
199: EX-3.249 Articles of Incorporation/Organization or Bylaws HTML 184K
22: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 91K
200: EX-3.250 Articles of Incorporation/Organization or Bylaws HTML 99K
201: EX-3.251 Articles of Incorporation/Organization or Bylaws HTML 217K
202: EX-3.252 Articles of Incorporation/Organization or Bylaws HTML 89K
203: EX-3.253 Articles of Incorporation/Organization or Bylaws HTML 192K
204: EX-3.254 Articles of Incorporation/Organization or Bylaws HTML 278K
205: EX-3.255 Articles of Incorporation/Organization or Bylaws HTML 123K
206: EX-3.256 Articles of Incorporation/Organization or Bylaws HTML 96K
207: EX-3.257 Articles of Incorporation/Organization or Bylaws HTML 131K
208: EX-3.258 Articles of Incorporation/Organization or Bylaws HTML 94K
209: EX-3.259 Articles of Incorporation/Organization or Bylaws HTML 110K
23: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 207K
210: EX-3.260 Articles of Incorporation/Organization or Bylaws HTML 93K
211: EX-3.261 Articles of Incorporation/Organization or Bylaws HTML 107K
212: EX-3.262 Articles of Incorporation/Organization or Bylaws HTML 92K
213: EX-3.263 Articles of Incorporation/Organization or Bylaws HTML 110K
214: EX-3.264 Articles of Incorporation/Organization or Bylaws HTML 89K
215: EX-3.265 Articles of Incorporation/Organization or Bylaws HTML 194K
216: EX-3.266 Articles of Incorporation/Organization or Bylaws HTML 89K
217: EX-3.267 Articles of Incorporation/Organization or Bylaws HTML 188K
218: EX-3.268 Articles of Incorporation/Organization or Bylaws HTML 88K
219: EX-3.269 Articles of Incorporation/Organization or Bylaws HTML 109K
24: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 92K
220: EX-3.270 Articles of Incorporation/Organization or Bylaws HTML 89K
221: EX-3.271 Articles of Incorporation/Organization or Bylaws HTML 187K
222: EX-3.272 Articles of Incorporation/Organization or Bylaws HTML 89K
223: EX-3.273 Articles of Incorporation/Organization or Bylaws HTML 179K
224: EX-3.274 Articles of Incorporation/Organization or Bylaws HTML 96K
225: EX-3.275 Articles of Incorporation/Organization or Bylaws HTML 131K
226: EX-3.276 Articles of Incorporation/Organization or Bylaws HTML 89K
227: EX-3.277 Articles of Incorporation/Organization or Bylaws HTML 93K
228: EX-3.278 Articles of Incorporation/Organization or Bylaws HTML 92K
229: EX-3.279 Articles of Incorporation/Organization or Bylaws HTML 93K
25: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 190K
230: EX-3.280 Articles of Incorporation/Organization or Bylaws HTML 93K
231: EX-3.281 Articles of Incorporation/Organization or Bylaws HTML 115K
232: EX-3.282 Articles of Incorporation/Organization or Bylaws HTML 93K
233: EX-3.283 Articles of Incorporation/Organization or Bylaws HTML 93K
234: EX-3.284 Articles of Incorporation/Organization or Bylaws HTML 93K
235: EX-3.285 Articles of Incorporation/Organization or Bylaws HTML 100K
236: EX-3.286 Articles of Incorporation/Organization or Bylaws HTML 112K
237: EX-3.287 Articles of Incorporation/Organization or Bylaws HTML 99K
238: EX-3.288 Articles of Incorporation/Organization or Bylaws HTML 90K
239: EX-3.289 Articles of Incorporation/Organization or Bylaws HTML 100K
26: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 91K
240: EX-3.290 Articles of Incorporation/Organization or Bylaws HTML 90K
27: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 190K
28: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 91K
29: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 183K
30: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 91K
31: EX-3.34 Articles of Incorporation/Organization or Bylaws HTML 200K
32: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 91K
33: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 189K
34: EX-3.37 Articles of Incorporation/Organization or Bylaws HTML 90K
35: EX-3.38 Articles of Incorporation/Organization or Bylaws HTML 187K
36: EX-3.39 Articles of Incorporation/Organization or Bylaws HTML 90K
37: EX-3.40 Articles of Incorporation/Organization or Bylaws HTML 194K
38: EX-3.41 Articles of Incorporation/Organization or Bylaws HTML 91K
39: EX-3.42 Articles of Incorporation/Organization or Bylaws HTML 192K
40: EX-3.43 Articles of Incorporation/Organization or Bylaws HTML 91K
41: EX-3.44 Articles of Incorporation/Organization or Bylaws HTML 198K
42: EX-3.45 Articles of Incorporation/Organization or Bylaws HTML 91K
43: EX-3.46 Articles of Incorporation/Organization or Bylaws HTML 179K
44: EX-3.47 Articles of Incorporation/Organization or Bylaws HTML 89K
45: EX-3.48 Articles of Incorporation/Organization or Bylaws HTML 103K
46: EX-3.49 Articles of Incorporation/Organization or Bylaws HTML 91K
2: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 89K
47: EX-3.50 Articles of Incorporation/Organization or Bylaws HTML 262K
48: EX-3.51 Articles of Incorporation/Organization or Bylaws HTML 89K
49: EX-3.52 Articles of Incorporation/Organization or Bylaws HTML 182K
50: EX-3.53 Articles of Incorporation/Organization or Bylaws HTML 91K
51: EX-3.54 Articles of Incorporation/Organization or Bylaws HTML 110K
52: EX-3.55 Articles of Incorporation/Organization or Bylaws HTML 89K
53: EX-3.56 Articles of Incorporation/Organization or Bylaws HTML 105K
54: EX-3.57 Articles of Incorporation/Organization or Bylaws HTML 105K
55: EX-3.58 Articles of Incorporation/Organization or Bylaws HTML 125K
56: EX-3.59 Articles of Incorporation/Organization or Bylaws HTML 96K
3: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 192K
57: EX-3.60 Articles of Incorporation/Organization or Bylaws HTML 285K
58: EX-3.61 Articles of Incorporation/Organization or Bylaws HTML 93K
59: EX-3.62 Articles of Incorporation/Organization or Bylaws HTML 138K
60: EX-3.63 Articles of Incorporation/Organization or Bylaws HTML 91K
61: EX-3.64 Articles of Incorporation/Organization or Bylaws HTML 130K
62: EX-3.65 Articles of Incorporation/Organization or Bylaws HTML 114K
63: EX-3.66 Articles of Incorporation/Organization or Bylaws HTML 104K
64: EX-3.67 Articles of Incorporation/Organization or Bylaws HTML 150K
65: EX-3.68 Articles of Incorporation/Organization or Bylaws HTML 130K
66: EX-3.69 Articles of Incorporation/Organization or Bylaws HTML 125K
4: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 92K
67: EX-3.70 Articles of Incorporation/Organization or Bylaws HTML 123K
68: EX-3.71 Articles of Incorporation/Organization or Bylaws HTML 100K
69: EX-3.72 Articles of Incorporation/Organization or Bylaws HTML 129K
70: EX-3.73 Articles of Incorporation/Organization or Bylaws HTML 94K
71: EX-3.74 Articles of Incorporation/Organization or Bylaws HTML 106K
72: EX-3.75 Articles of Incorporation/Organization or Bylaws HTML 148K
73: EX-3.76 Articles of Incorporation/Organization or Bylaws HTML 102K
74: EX-3.77 Articles of Incorporation/Organization or Bylaws HTML 89K
75: EX-3.78 Articles of Incorporation/Organization or Bylaws HTML 107K
5: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 193K
76: EX-3.82 Articles of Incorporation/Organization or Bylaws HTML 114K
77: EX-3.83 Articles of Incorporation/Organization or Bylaws HTML 136K
78: EX-3.84 Articles of Incorporation/Organization or Bylaws HTML 95K
79: EX-3.85 Articles of Incorporation/Organization or Bylaws HTML 107K
80: EX-3.86 Articles of Incorporation/Organization or Bylaws HTML 89K
81: EX-3.87 Articles of Incorporation/Organization or Bylaws HTML 99K
82: EX-3.88 Articles of Incorporation/Organization or Bylaws HTML 92K
83: EX-3.89 Articles of Incorporation/Organization or Bylaws HTML 99K
6: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 90K
84: EX-3.90 Articles of Incorporation/Organization or Bylaws HTML 91K
85: EX-3.91 Articles of Incorporation/Organization or Bylaws HTML 99K
86: EX-3.92 Articles of Incorporation/Organization or Bylaws HTML 91K
87: EX-3.93 Articles of Incorporation/Organization or Bylaws HTML 99K
88: EX-3.94 Articles of Incorporation/Organization or Bylaws HTML 89K
89: EX-3.95 Articles of Incorporation/Organization or Bylaws HTML 115K
90: EX-3.96 Articles of Incorporation/Organization or Bylaws HTML 90K
91: EX-3.97 Articles of Incorporation/Organization or Bylaws HTML 98K
92: EX-3.98 Articles of Incorporation/Organization or Bylaws HTML 89K
93: EX-3.99 Articles of Incorporation/Organization or Bylaws HTML 116K
241: EX-5.1 Opinion of Counsel re: Legality HTML 138K
242: EX-5.2 Opinion of Counsel re: Legality HTML 104K
243: EX-5.3 Opinion of Counsel re: Legality HTML 100K
244: EX-23.4 Consent of Expert or Counsel HTML 88K
245: EX-23.5 Consent of Expert or Counsel HTML 87K
246: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 185K
247: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 184K
Exhibit 3.72
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE SPECTRUM HOLDINGS LLC
(a Nevada Limited Liability Company)
Dated and Effective
as of
| 1. | Articles of Organization | 1 | |
| 2. | Name | 1 | |
| 3. | Purpose | 1 | |
| 4. | Term | 1 | |
| 5. | Principal Place of Business | 1 | |
| 6. | Registered Office and Resident Agent | 1 | |
| 7. | Member | 2 | |
| 8. | Management | 2 | |
| 9. | Financial Matters. | 2 | |
| 9.1 | Capital Contribution | 2 | |
| 9.2 | Distributions | 2 | |
| 9.3 | Federal Income Tax Reporting | 2 | |
| 10. | Accounting and Records | 2 | |
| 11. | Dissolution and Liquidation | 3 | |
| 11.1 | Events of Dissolution | 3 | |
| 11.2 | Liquidation Upon Dissolution and Winding Up | 3 | |
| 11.3 | Member Dissociation and Successors | 3 | |
| 12. | Limitation of Liability | 3 | |
| 13. | Indemnification. | 3 | |
| 13.1 | Right to Indemnification | 3 | |
| 13.2 | Right to Advancement of Expenses | 4 | |
| 13.3 | Right of Indemnitee to Bring Suit | 5 | |
| 13.4 | Non-Exclusivity of Rights | 5 | |
| 13.5 | Insurance | 5 | |
| 13.6 | Indemnification of Employees and Agents of the Company | 5 | |
| 14. | Miscellaneous | 6 | |
| 14.1 | Assignment | 6 | |
| 14.2 | Governing Law | 6 | |
| 14.3 | Amendments | 6 | |
| 14.4 | Construction | 6 | |
| 14.5 | Headings | 6 | |
| 14.6 | Waivers | 6 | |
| 14.7 | Severability | 6 | |
| 14.8 | Heirs, Successors and Assigns | 6 | |
| 14.9 | Creditors | 6 | |
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE SPECTRUM HOLDINGS LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated August 9, 2005, is made by and between Clearwire Spectrum Holdings LLC (the “Company”) and Clearwire Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on August 8, 2005.
2. Name. The name of the Company is “Clearwire Spectrum Holdings LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activities permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be 5808 Lake Washington Boulevard NE, Suite 300, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
| Name | Address | |
| CSC Services of Nevada, Inc. | 502 East John Street Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
| Name | Address | |
| Clearwire Corporation | 5808 Lake Washington Blvd NE Suite 300 Kirkland, WA 98033 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership. a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1 Capital Contribution. The Member has made the capital contribution to the Company set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2 Distributions. The Member may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276.
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities. all remaining assets shall be distributed to the Member or the Member’s representative.
11.3 Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall he continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect. to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1 Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411. or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however. that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee. including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking
(an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3 Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of-conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee. be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6 Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company
to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1 Assignment. The Member may assign in whole or in part its membership in the Company,
14.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3 Amendments. This Agreement may not be amended except by the written agreement of the Member.
14.4 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa,
14.5 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6 Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and. to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
14.9 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
| COMPANY: | CLEARWIRE SPECTRUM HOLDINGS LLC, a Nevada Limited Liability company | |||
| By CLEARWIRE CORPORATION, a Delaware corporation, Its Member | ||||
| By: | /s/ Michael Targett | |||
| Print Name: Michael Targett | ||||
| Title: Vice President, Legal Affairs | ||||
| SOLE MEMBER: | CLEARWIRE CORPORATION, a Delaware corporation | |||
| By: | /s/ Michael Targett | |||
| Print Name: Michael Targett | ||||
| Title: Vice President, Legal Affairs | ||||
EXHIBIT A
CLEARWIRE LLC
CAPITAL CONTRIBUTION
Cash in the amount of One Hundred Thousand Dollars ($100,000).
8
| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 9/28/20 | |||
| Filed on: | 9/25/20 | |||
| 8/9/05 | 4, 8-K | |||
| 8/8/05 | 10-Q, 4, 8-A12B/A, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/06/23 T-Mobile US, Inc. POSASR 2/06/23 18:3.6M Broadridge Fin’l So… Inc 9/12/22 T-Mobile US, Inc. POSASR 9/12/22 8:1.9M Donnelley … Solutions/FA 5/19/22 T-Mobile US, Inc. S-4/A 6:20M Broadridge Fin’l So… Inc 5/19/22 T-Mobile US, Inc. S-4/A 6:20M Broadridge Fin’l So… Inc 4/22/22 T-Mobile US, Inc. S-4 8:7.2M Broadridge Fin’l So… Inc 4/22/22 T-Mobile US, Inc. S-4 22:28M Broadridge Fin’l So… Inc 4/21/21 T-Mobile US, Inc. S-4/A 8:3.8M Broadridge Fin’l So… Inc 3/30/21 T-Mobile US, Inc. S-4 27:17M Broadridge Fin’l So… Inc 3/30/21 T-Mobile US, Inc. POSASR 3/30/21 23:1.6M Broadridge Fin’l So… Inc |