Filings; Agent for Service of Process. (a) The Board of Directors shall take any and all other actions, as may be reasonably necessary, to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of the State of Delaware and under the laws of any other jurisdictions in which the Company engages in business, including causing the Company to prepare, execute and file such amendments to the Certificate and such other assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, action to reflect: (i) a change in the Company name; or (ii) a correction of false or erroneous statements in the Certificate to accurately represent the agreement among the Members. (b) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor registered agent for service of process as shall be appointed by the Board of Directors in accordance with the Act. (c) Upon the dissolution and completion of the winding-up and liquidation of the Company in accordance with Article 14, the Board of Directors shall cause the Company to promptly execute and file a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdiction in which the Board of Directors deems such filing necessary or advisable.
Appears in 4 contracts
Samples: Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO Trust)
Filings; Agent for Service of Process. (a) The Board of Directors shall take any and all other actions, actions as may be reasonably necessary, necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of the State of Delaware and under the laws of any other jurisdictions in which the Company engages in business, including causing the Company to preparepreparation, execute execution and file filing of such amendments to the Certificate and such other assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, action to reflect:
(i) a change in the Company name; or
(ii) a correction of false or erroneous statements in the Certificate to accurately represent the agreement among the Members.
(b) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor registered agent for service of process as shall be appointed by the Board of Directors in accordance with the Act.
(c) Upon the dissolution and completion of the winding-up and liquidation of the Company in accordance with Article 1413, the Board of Directors shall cause the Company to promptly execute and file cause to be filed a Certificate certificate of Cancellation cancellation in accordance with the Act and the laws of any other jurisdiction jurisdictions in which the Board of Directors deems such filing necessary or advisable.
Appears in 1 contract
Samples: Operating Agreement (Macquarie Infrastructure Assets Trust)