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SEC Filings
S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/22/2016
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Section 1.4 Registered Office and Agent. The registered office and registered agent of the Company in the State of Delaware shall be as the Company designates on its Certificate of Formation filed with the Secretary of State of the State of Delaware, as such Certificate may be amended from time to time. The Company may have such other offices as the Members may designate from time to time. The mailing address and principal business office of the Company shall be 3738 Oak Lawn Avenue, Dallas, Texas 75219.

Section 1.5 Purpose. The purpose of the Company is to engage in any and all lawful businesses or activities in which a limited liability company may be engaged under applicable law.

Section 1.6 Definitions. The terms set forth in Annex 2, when used in this Agreement, shall have the meanings ascribed to them in Annex 2 which is attached hereto and made a part hereof.

ARTICLE 2

MANAGEMENT

Section 2.1 Board of Managers. The Company shall be managed by a Board of Managers (the “Board”) and the Board shall be authorized to make all decisions and to take all actions it determines necessary, advisable or desirable relating to the business, affairs, investments, and properties of the Company including, without limitation, the formation of or investment in, such subsidiary or affiliate companies of the Company as it determines advisable or desirable. The Board of Managers shall be comprised of three (3) members. The Senior Preferred Members, collectively, shall have the right to appoint the members of the Board.

Section 2.2 Resignation; Removal; Vacancies. Any Board member may resign at any time by giving written notice to the Company, with a copy to each Member. The resignation of any Board member takes effect on receipt of notice by the Company or at any later time specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation is not necessary to make it effective. Any Board member may be removed or replaced with or without cause by the Member or Members who appointed the Board member. Any vacancy occurring for any reason in the number of Board members shall be filled by the Member or Members who originally appointed the Board member to fill the position now vacant.

Section 2.3 Regular Meetings. Regular meetings of the Board shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board and publicized among the Board members. A notice of each regular meeting shall not be required.

Section 2.4 Special Meetings. Special meetings of the Board may be called by one of the Board members then in office or by the chief executive officer, and shall be held at such place, on such date, and at such time as they shall fix. Notice of the place, date, and time of each such special meeting shall be given to each Board member who has not waived such notice, by mailing written notice not less than three (3) days before the meeting, or by delivering the same by any means not less than eighteen (18) hours before the meeting. Unless as otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

 

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