A&R LLCA definition

A&R LLCA means that certain Amended and Restated Limited Liability Company Agreement of the Target Company, substantially in the form attached hereto as Exhibit H (and, with respect to any portion of Exhibit H subject to finalization during the Interim Period, with such supplements or modifications thereto as may be mutually-agreed by the Parties, each acting reasonably and in good faith).
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A&R LLCA has the meaning given in the Recitals hereto.
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Examples of A&R LLCA in a sentence

  • Seller shall reimburse Purchaser for all fees and expenses, including financial advisors and accountants, incurred in connection with the negotiation of this Agreement, the A&R LLCA, and the transactions contemplated hereby, except that each Party will pay its own fees and expenses of legal counsel incurred in connection with the negotiation of this Agreement, the A&R LLCA, and the transactions contemplated hereby.

  • Subject to the terms and conditions of this Agreement, Seller shall irrevocably and unconditionally sell, transfer, assign and convey to Purchaser, and Purchaser shall irrevocably and unconditionally purchase, accept and receive from Seller, the Purchased Units free and clear of all Liens, other than restrictions on transfer imposed by (a) applicable securities laws or (b) the A&R LLCA.

  • As of the Closing Date and immediately prior to the Closing, Seller holds of record and owns beneficially the Purchased Units, free and clear of any Liens other than restrictions on transfer imposed by (a) applicable securities laws or (b) the A&R LLCA.

  • The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Surviving Company A&R LLCA until the earlier of his or her resignation or removal or he or she otherwise ceases to be an officer or until his or her respective successor is duly elected and qualified, as the case may be.

  • Upon the Closing, Seller shall cause the Company to update the books and records of the Company to reflect the purchase of the Purchased Units by the Purchaser and to update the Percentage Interests (as such term is defined in the A&R LLCA), of both the Seller and the Purchaser, to reflect the membership interests attributable to the Purchased Units.

  • Seller shall be responsible for all fees and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred on its behalf in connection with the negotiation of this Agreement, the A&R LLCA, and the transactions contemplated hereby.

  • All other Tax Returns shall be prepared consistent with the provisions of the Surviving Company A&R LLCA.

  • Immediately following the Closing, the Buyer (through the Buyer’s governing body), as sole member of the Surviving Company, shall appoint the officers of the Surviving Company, to be effective immediately after the Closing, each to hold office in accordance with the Company A&R LLCA.

  • Except pursuant to this Agreement, the Transaction Agreement, the A&R LLCA and the Registration Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Voting Party is a party relating to the pledge, acquisition, disposition, Transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Voting Shares.

  • Parent shall take all steps reasonably necessary or advisable to cause the shares of Parent Class A Common Stock to be issued (x) pursuant to the terms of Article III, if any, and (y) on conversion of the Purchaser Class B Units that are included in the Up-C Units, as provided for in the Purchaser A&R LLCA, in each case to be approved for listing on Nasdaq.


More Definitions of A&R LLCA

A&R LLCA has the meaning set forth in the recitals.
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A&R LLCA means the Amended and Restated Limited Liability Company Agreement for Aero Components, LLC.
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A&R LLCA means the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon.
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A&R LLCA has the meaning set forth in the definition of “Equity Documentation;”
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A&R LLCA has the meaning provided such term in Section 7.2(g).
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A&R LLCA has the meaning set forth in Section 1.03.
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Related to A&R LLCA

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

  • LLC Act means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as it may be amended from time to time, and any successor to such Act.

  • DRULPA means the Delaware Revised Uniform Limited Partnership Act.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • DFI means Development Financial Institution and includes the Pakistan Industrial Credit and Investment Corporation (PICIC), the Saudi Pak Industrial and Agricultural Investment Company Limited, the Pak Kuwait Investment Company Limited, the Pak Libya Holding Company Limited, the Pak Oman Investment Company (Pvt.) Limited, Investment Corporation of Pakistan, House Building Finance Corporation, Pak Brunei Investment Company Limited, Pak-Iran Joint Investment Company Limited, Pak-China Investment Company Limited, and any other financial institution notified under Section 3-A of the Banking Companies Ordinance, 1962.

  • Limited partnership means a limited partnership registered or formed under any law in force in Singapore or elsewhere;

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1, as such Certificate of Formation may be amended, supplemented or restated from time to time.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Delaware Business Trust Act means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time.

  • GP means Gottbetter & Partners, LLP.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Limited Liability Company Agreement means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

  • Delaware Secretary of State means the Secretary of State of the State of Delaware.

  • Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.