Continuation; Change of Jurisdiction. The parties hereto do hereby continue the Company as the successor by conversion of the Prior Partnership and as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”), upon the terms and conditions herein set forth. To the extent permitted by applicable law, the provisions of this Agreement shall override the provisions of the Act in the event of any inconsistency or contradiction between them. If the Board of Directors shall cause the Company to change its jurisdiction, by merger, consolidation, or in any other fashion or manner, the Act shall, for all purposes of this Agreement, refer to the applicable laws of the new jurisdiction.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Taubman Centers Inc), Limited Liability Company Agreement (Taubman Centers Inc), Joint Venture Operating Agreement (Taubman Centers Inc)
