rickcolosimo

Joe Leo
@jleo3
http://testdrivendomination.com

@tim_blonski
@bswinnerton

rickcolosimo

4.3. Issuance of Profits Units. Subject to compliance with Section 4.1, the Company may issue Profits Units to individuals in the sole determination of the Members. Profits Units may be issued for cash, property, services, satisfaction of existing obligations or such other type, form, and amount of consideration as Members holding a Supermajority of the issued and outstanding Units shall determine and shall be subject to vesting, cancellation and forfeiture in accordance with Profits Units award agreements entered into from time to time between the Company, on the one hand, and the Profits Units Holder, on the other hand. Profits Units shall constitute an interest in the future Profits of the Company and shall not entitle the holder thereof to any portion of the value of the Company as of the date the Profits Units are issued.

4.3.1 Vesting. The Members holding a Supermajority of the issued and outstanding Units shall have complete discretion to impose a vesting or forfeiture schedule and other terms and con

rickcolosimo

 
            (k)       Deadlock.
 
                                    (i)         “Major Decision” means any action (or election not to act) by or on behalf of the Company that, pursuant to the provisions of this Agreement, requires the approval of all or a majority of the Managers, and which, if not resolved or decided one way or the other, has, or may reasonably be expected to have, a material adverse effect on the business and operation of the Company.
 
(ii)       If the vote of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement, then a legal or financial advisor of the Company, as agreed upon by Board, shall try to mediate the situation. If within 5 days after the divided vote on the Major Decision, the Board cannot agree upon a legal or financial advisor to mediate the situation or if no agreement is reached within 15 days after the commencement of mediation, then a deadlock (the “Deadlock”) will be deemed to exist.
 
(iii)  At any time after the o

rickcolosimo

Exhibit A

Startup Machine, LLC
Risk Factors


FORWARD LOOKING STATEMENTS
THESE DOCUMENTS, INCLUDING THE FINANCIAL FORECASTS, CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. YOU MAY GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS BY USE OF THE WORDS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “INTEND,” “PLAN” OR “FORECAST” OR THE NEGATIVES AND VARIATIONS OF SUCH WORDS OR COMPARABLE TERMINOLOGY. THE COMPANY HAS BASED THESE FORWARD-LOOKING STATEMENTS ON THE COMPANY’S CURRENT EXPECTATIONS AND FORECASTS ABOUT FUTURE EVENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE SET FORTH UNDER THE CAPTION “RISK FACTORS” AND THROUGHOUT THIS MEMORANDUM.  THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. IN LIGHT OF THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS, THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS MEMORA

rickcolosimo

require 'rest-client'
require 'json'

starting_url = "http://www.reddit.com/.json"
response = RestClient.get(starting_url)
parsed_response = JSON.load(response)

# now you can manipulate parsed_response and see all of the attributes and drill down to see where the things that you want are. Here is what we did:

parsed_response["data"]["children"].first["data"]["title"]

rickcolosimo

NOT YET EDITED

If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the Party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation.

rickcolosimo

Stipulation of Value.  If it becomes necessary to determine the fair market value of the Units, the Company shall choose an independent third party appraiser to determine the fair market value of the Units (the “Stipulation of Value”). The methodology to be employed by the appraiser to establish the Stipulation of Value shall be reasonably agreed upon by the Company and the appraiser. If a Member disputes the Stipulation of Value prepared for the Company, such Member may retain, at such Member’s expense, an independent financial advisor experienced in valuing closely held companies similar to the Company to provide a valuation (a “Supplemental Valuation”). Such Member must submit any Supplemental Valuation within 30 days of the announcement of the Stipulation of Value prepared for the Company. Upon the earlier of the submission of all such Supplemental Valuations or the day after the Supplemental Valuations are due for submission, the Company shall compare the Stipulation of Value prepared for the Company and

rickcolosimo

Deadlock.

(i)	 “Major Decision” means any action (or election not to act) by or on behalf of the Company that, pursuant to the provisions of this Agreement, requires the approval of all or a majority of the Managers, and which, if not resolved or decided one way or the other, has, or may reasonably be expected to have, a material adverse effect on the business and operation of the Company.

(ii)	If the votes of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement within a reasonable time period, then a legal or financial advisor of the Company, as agreed upon by Board, shall attempt to mediate the situation. If within 5 days after the divided vote on the Major Decision, the Board cannot agree upon a legal or financial advisor to mediate the situation or if no agreement is reached within 15 days after the commencement of mediation, then a deadlock (the “Deadlock”) will be deemed to exist.

(iii)  At any time after the occurrence of a Deadlock and before a re

rickcolosimo

Termination for “Cause” refers to termination because a Manager (1) abandons, ceases, or voluntarily terminates the Manager’s Services for any reason; (2) is convicted of, or enters a plea of guilty or nolo contendere to, a crime that (A) is punishable by a custodial penalty, instead of or in addition to a fine or other noncustodial penalty, (B) is related to the Manager’s Services, or (C) involves dishonesty, theft, or fraud; (3) is negligent, is reckless, or engages in intentional misconduct that results in a material adverse effect on the business or the reputation of the Company or any of its subsidiaries or other affiliates; (4) fails to perform the Manager’s Services or duties to the Company or to any of its subsidiaries, after the Company has provided written notice of such failure; (5) engages in willful misconduct, misfeasance or malfeasance of duty causing a violation of any law that is detrimental  to the Company or its subsidiaries or other affiliates; (6) breaches a duty owed to the Company or it

rickcolosimo

For convenient references in operating agreements, articles/certificates of incorporation, and bylaws.


New Jersey Revised Uniform Limited Liability Company Act
New York Limited Liability Company Law
Delaware Limited Liability Company Act
California Revised Uniform Limited Liability Company Act


Delaware General Corporation Law (aka General Corporation Law of the State of Delaware) - http://delcode.delaware.gov/title8/c001/sc18/index.shtml#398