LLC Formation. CR and GGM shall establish a joint venture limited liability company (the "JV LLC") under the laws of the State of Delaware, USA, with an operating agreement (the "LLC Agreement"), which CR and GGM are signing concurrently herewith, and a copy of which is attached hereto.
LLC Formation. Prior to the consummation of the Merger and subject to Section 3.05 hereof, the Majority Stockholders will (a) form a Delaware limited liability company (“VG Holdings, LLC”), which shall be governed by a limited liability company agreement substantially in the form attached hereto as Exhibit B (the “LLC Agreement”) and (b) transfer and convey to VG Holdings, LLC all right, title and interest of such Majority Stockholder in and to the shares of Common Stock and Preferred Stock owned by such Majority Stockholders, as set forth on Schedule 1 hereto, free and clear of all liens, claims and encumbrances, in exchange for the membership interests in VG Holdings, LLC, as described in the LLC Agreement (the “Contribution”).
LLC Formation. The Parties hereto agree that certain LLC's will be formed and subsequently registered as foreign entities licensed to do business in those various locations, in the United States, which are contained within the 360 Communications FCC jurisdictional license(s) now and in the future.
LLC Formation. The parties shall establish a joint venture limited liability company (the "JV LLC") under the laws of the State of Georgia, with an operating agreement (the "LLC Agreement"), which DGRI and RN will execute through their appropriate Nicaraguan corporations, these special purpose vehicles being designed to comply with Nicaraguan law.. The JV LLC in turn shall operate the Nicaraguan Properties and provide for their further development.
LLC Formation. The parties shall establish a joint venture limited liability company (the "JV LLC") under the laws of the State of Delaware, USA, with an operating agreement (the "LLC Agreement"), which IBR and GGM are signing concurrently herewith, and a copy of which is attached hereto. The JV LLC in turn shall acquire the Armenian Properties and provide for their further development.
LLC Formation. It is acknowledged that Purchaser shall have the right to form a corporate entity which is under common control with Purchaser to act as Developer of the Property and at the time of such formation, Purchaser retains the right to assign, transfer, sell, or pledge its rights and obligations under this Agreement (the “Assignment”) at Closing to the Developer corporate entity, subject to approval of said Assignment by Seller, which approval shall not be unreasonably withheld Purchaser shall be required to own a membership interest in the corporate entity formed until final certificate of occupancy is issued for Xxxxxxxx’x Promised Use or the termination of the Agreement. Said Assignment shall not extinguish any obligations or release any liability Purchaser has under this Agreement.
LLC Formation. The LLC became a limited liability company under the laws of the State of Idaho, and specifically under the Idaho Uniform Limited Liability Company Act, upon filing the Certificate of Organization as required by the Idaho Uniform Limited Liability Company Act.
LLC Formation. Notwithstanding the foregoing, the parties contemplate that Seller, prior to the Effective Date and prior to the Closing Date, has created a wholly-owned limited liability company, to be organized in the State of Minnesota (the "LLC"), to which Seller, on the Effective Date and immediately after the execution of this Agreement, will transfer and assign the FCC Authorization and the other System Assets. As a result of such transfer and assignment, Seller will assign all of its rights and obligations under this Agreement to the LLC, which shall accept and assume such rights and obligations and become the "Seller" under this Agreement. Such transfer, assignment and assumption described in the preceding two sentences shall be effected pursuant to a xxxx of sale, assignment and assumption substantially in the form attached hereto as EXHIBIT O. Also on the Effective Date, Seller will execute and deliver to Buyer a guaranty in the form of EXHIBIT P attached hereto (the "Seller Guaranty"), pursuant to which Seller will guaranty the performance by the LLC of all of its obligations under this Agreement arising after the Effective Date. It is further understood that Seller may dissolve the LLC after Closing, and that, concurrently therewith, the LLC will reassign its rights under this Agreement to Seller. No consent by either Seller or Buyer will be required for any of the aforesaid transfers or assignments.
