Exhibit 3.3
EXECUTION COPY
LIMITED LIABILITY COMPANY
AGREEMENT
OF
STR HOLDINGS (NEW)
LLC
This Limited Liability Company
Agreement (this “ Agreement ”) of STR Holdings
(New) LLC is entered into this 30th day of September, 2009 by
Specialized Technology Resources, Inc. (the “
Member ”) pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del.C.
§ 18-101, et seq .), as amended from
time to time (the “ Act ”).
1.
Definitions .
(a)
“ Affiliate ” of any Person means any Person
that directly or indirectly through one or more intermediaries,
Controls, is Controlled by or is under common Control with such
Person, and the term “ Affiliated ” shall have a
correlative meaning.
(b)
“ Board of Managers ” shall mean the group of
Managers designated or elected pursuant to the terms of this
Agreement, which shall act as the manager of the Company subject to
and in accordance with the terms of this Agreement.
(c)
“ Company ” shall refer to STR Holdings (New)
LLC, a Delaware manager-managed limited liability
company.
(d)
“ Control, ” “ Controlled, ”
and “ Controlling ” mean the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting Securities, by contract or
otherwise.
(e)
“ Entity ” means any general partnership,
limited partnership, limited liability company, corporation, joint
venture, trust, business trust, cooperative, association or other
entity.
(f)
“ Manager ” shall mean each of the members of
the Board of Managers designated or elected by the Member of the
Company.
(g)
“ Person ” means any individual or Entity and,
where the context so permits, the legal representatives, successors
in interest and permitted assigns of such Person.
(h)
“ Securities ” means securities of every kind
and nature, including stock, notes, bonds, evidences of
indebtedness, options to acquire any of the foregoing, and other
business interests of every type, including interests in any
Entity.
(i)
Subsidiary ” means, with respect to any specified
Person, any other Person in which such specified Person, directly
or indirectly through one or more Affiliates or otherwise,
beneficially owns at least fifty percent (50%) of either the
ownership interest (determined by equity or economic interests) in,
or the voting control of, such other Person.
2.
Name . The name of the limited liability company
governed hereby is STR Holdings (New) LLC.
3.
Certificates . Barry A. Morris, as an authorized
person within the meaning of the Act, has executed, delivered and
filed the Certificate of Formation of the Company with the
Secretary of State of the State of Delaware. The Member, any
Manager or any Officer (as hereinafter defined) shall execute,
deliver and file any other certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do
business in a jurisdiction in which the Company may wish to conduct
business.
4.
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, engaging in all lawful activities for
which limited liability companies may be formed under the
Act.
5.
Powers . The Company shall have the power to do any
and all acts reasonably necessary, appropriate, proper, advisable,
incidental or convenient to or for the furtherance of the purpose
and business described herein and 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 Board
of Managers pursuant to this Agreement, including
Section 14.
6.
Principal Business Office . The principal place of
business and office of the Company shall be located, and the
Company’s business shall be conducted from, such place or
places as may hereafter be determined by the Board of
Managers.
7.
Registered Office . The address of the registered
office of the Company in the State of Delaware is c/o Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington,
Delaware 19808.
8.
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 are Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, Delaware
19808.
9.
Name and Mailing Address of the Member . The name and
the mailing address of the Member are as follows:
|
Name
|
|
Address
|
|
Specialized Technology
|
|
10 Water Street
|
|
Resources, Inc.
|
|
Enfield, CT 06082-4899
|
10.
Term . The term of the Company commenced on the date
of filing of the Certificate of Formation of the Company in
accordance with the Act and shall continue until dissolution of the
Company in accordance with Section 22 of this
Agreement.
11.
Limited Liability . Except as otherwise provided 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 none of the
Member, any Manager, any Officer (as hereinafter defined), employee
or agent of the Company (including a person having more than one
such capacity) shall be obligated personally for any such debt,
obligation or liability of the Company solely by reason of acting
in such capacity.
12.
Admission . The Member is deemed admitted as a Member
of the Company upon execution and delivery of this
Agreement.
13.
Distributions . Distributions shall be made to the
Member at such times and in such amounts as may be determined in
the sole discretion of the Board of Managers. Notwithstanding
any provision to the contrary contained in this Agreement, the
Company shall not make a distribution to the Member on account of
its interest in the Company if such distribution would violate
Section 18-607 of the Act or other applicable law.
14.
Management .
(a)
Management . The Board of Managers shall have the sole
right to manage, control, and conduct the affairs of the Company
and to do any and all acts on behalf of the Company, subject to and
in accordance with this Agreement. The vote of the majority
of the Board of Managers then in office, either at a meeting where
a quorum is present or by written consent, shall be the act of the
Board of Managers. The Managers shall in all cases act as a
group and shall have no authority to act individually (unless
specially delegated by the Board of Managers).
(b)
Number of Managers . The authorized number of Managers
of the Company shall be fixed by the Board of Managers from time to
time.
(c)
Designation . The Sole Member shall have the exclusive
right to designate all of the Managers. The initial members
of the Board of Managers shall be: Dennis L. Jilot, John A. Janitz,
Jason L. Metakis, Dominick J. Schiano, Susan C. Schnabel, Ryan M.
Sprott.
(d)
Resignation . A Manager may resign at any time by
giving written notice to the Board of Managers, provided however
that at no time shall there be less than one Manager. The
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