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Exhibit
3.232
LIMITED LIABILITY COMPANY
AGREEMENT
OF
THE MENU MARKETING GROUP,
LLC
A Delaware Limited Liability
Company
THE UNDERSIGNED is executing
this Limited Liability Company Agreement (the
“Agreement”) dated as of May 2, 2007 for the
purpose of (i) effectuating the conversion (the
“Conversion”) of The Menu Marketing Group, Inc., a
Delaware corporation (the “Converted Corporation”), to
a Delaware limited liability company (the “Company”),
and (ii) adopting a limited liability company agreement for
the governance of the business and affairs of the Company, each
pursuant to the provisions of the Act (as defined
below).
1. Name; Formation .
The name of the Company shall be THE MENU MARKETING GROUP,
LLC or such other name as the Member may from time to time
hereafter designate. The Company constitutes a continuation of the
existence of the Converted Corporation in the form of a Delaware
limited liability company. In accordance with
Section 18-214(b) of the Act, the Certificate of Conversion
(converting the Converted Corporation to the Company) and the
Certificate of Formation of the Company have been duly executed by
a Member or other person designated by a Member or by any officer,
agent or employee of the registered agent of the Company in the
State of Delaware (any such person being an authorized person to
take such action) and filed in the Office of the Secretary of State
of the State of Delaware. As provided in Section 18-214(d) of
the Act, the existence of the Company is deemed to have commenced
on April 25, 2005, the date the Converted Corporation was
originally organized under the laws of the State of
Delaware.
2. Definitions.
Whenever used in this Agreement the following terms shall have the
meanings respectively assigned to them in this Section 2
unless otherwise expressly provided herein or unless the context
otherwise requires:
Act.
“Act” shall mean the Delaware Limited Liability Company
Act, 6 Del. C. §§ 18-101 et seq., as amended from time to
time.
Agreement.
“Agreement” shall mean this Limited Liability Company
Agreement of the Company as the same may be amended or restated
from time to time in accordance with its terms.
Company :
“Company” shall mean The Menu Marketing Group, LLC a
Delaware limited liability company formed pursuant to the Act and
this Agreement.
Member :
“Member” shall mean SeamlessWeb Professional Services,
LLC and any person or entity hereafter admitted to the Company as a
member of the Company as provided in this Agreement.
3 . Business
Purpose. The Company is organized for the purposes of
engaging in any lawful act or activity for which limited liability
companies may be organized under the Act.
4. Period of
Duration . The term of the Company shall continue in
perpetuity, unless the Company is earlier dissolved pursuant to law
or the provisions of this Agreement.
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5.
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