Formation and Continuation of Company. Each Member hereby: (a) acknowledges, ratifies and approves the organization of the Company as a limited liability company pursuant to the Delaware LLC Act by virtue of the filing of the Certificate and the execution of the Original Agreement, and agrees to continue the Company as a limited liability company pursuant to the Delaware LLC Act; (b) confirms and agrees to its status as a Member of the Company; (c) executes this Agreement for the purpose of amending and restating the Original Agreement and setting forth the rights and duties of the Members; and (d) agrees that if the laws of any jurisdiction in which the Company transacts business so require, the Board shall cause to be filed, with the appropriate office in that jurisdiction, any documents necessary for the Company to qualify to transact business under such laws, and agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate as may be required by the Delaware LLC Act or by the laws of any jurisdiction in which the Company transacts business, or as may be required by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Company as a limited liability company under the Delaware LLC Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Formation and Continuation of Company. Each Member hereby:
(a) acknowledges, ratifies and approves the organization of the Company as a limited liability company pursuant to the Delaware LLC Act by virtue of the filing of the Certificate and the execution of the Original Agreement, and agrees to continue the Company as a limited liability company pursuant to the Delaware LLC Act;
(b) confirms and agrees to its status as a Member of the Company;
(c) executes this Agreement for the purpose of amending and restating the Original Previous LLC Agreement and setting forth the rights and duties of the Members; and
(d) agrees that if the laws of any jurisdiction in which the Company transacts business so require, the Board shall cause to be filed, with the appropriate office in that jurisdiction, any documents necessary for the Company to qualify to transact business under such laws, and agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate as may be required by the Delaware LLC Act or by the laws of any jurisdiction in which the Company transacts business, or as may be required by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Company as a limited liability company under the Delaware LLC Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Formation and Continuation of Company. Each Member hereby:
(a) acknowledges, ratifies and approves the organization of the Company as a limited liability company pursuant to the Delaware LLC Act by virtue of the filing of the Certificate and the execution of the Original this Agreement, and agrees to continue the Company as a limited liability company pursuant to the Delaware LLC Act;
(b) confirms and agrees to its status as a Member of the Company;
(c) executes this Agreement for the purpose of amending and restating the Original Agreement and setting forth the rights and duties of the Members; and
(db) agrees that if the laws of any jurisdiction in which the Company transacts business so require, the Board shall cause to be filed, with the appropriate office in that jurisdiction, any documents necessary for the Company to qualify to transact business under such laws, and agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate as may be required by the Delaware LLC Act or by the laws of any jurisdiction in which the Company transacts business, or as may be required by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Company as a limited liability company under the Delaware LLC Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement