Company A&R LLCA definition

Company A&R LLCA has the meaning set forth in the Recitals.
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Company A&R LLCA has the meaning set forth to such term in the BCA.
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Examples of Company A&R LLCA in a sentence

  • 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.

  • 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.

  • This Agreement, together with Exhibit A to this Agreement, the BCA, the Company A&R LLCA, and all other Ancillary Agreements, contain the entire agreement and understanding among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way (including term sheets and letters of intent).

  • At the Effective Time, all members of the board of managers of the Company immediately prior to the Effective Time shall be removed as of the Effective Time and Surviving Pubco Company shall be governed in accordance with the Surviving Company A&R LLCA.

  • The Surviving Company and HTP shall cause the Surviving Company A&R LLCA to reflect that as of immediately following the Effective Time, Surviving Pubco holds, a number of Acquired Surviving Company Units equal to the number of Surviving Pubco Pro Forma Shares.

  • The Parties shall take all actions necessary so that the limited liability company agreement of the Surviving Company shall be amended and restated at the Effective Time substantially in the form attached as Annex I (the “Surviving Company A&R LLCA”), and the Surviving Company A&R LLCA shall be the limited liability company agreement of the Surviving Company until thereafter amended as provided therein and under the LLC Act.

  • The Surviving Company shall be member-managed, and in connection with the LLCA Amendment and Restatement, the Buyer shall be admitted as a member and the managing member of the Company pursuant to the terms of the Company A&R LLCA.

  • Not less than two (2) Business Days prior to the Closing, following the delivery of the Closing Statement, the Company shall deliver to Silver Spike an allocation statement (the “Allocation Statement”) setting forth (i) each Holder’s Class A Proportionate Interest, Class A-3 Proportionate Interest and Class B Proportionate Interest (including the Participation Thresholds, as defined in the Surviving Company A&R LLCA), and (ii) the allocation of the Merger Consideration among the Holders.

  • For purposes of this Section 6, all defined terms used but not defined herein shall be ascribed the meaning given to such terms in the BCA, including the reference to the Company A&R LLCA, which shall mean the form attached to the BCA as may be amended in accordance with the terms of this Section 6.

  • For the avoidance of doubt, the Company A&R LLCA shall reflect (i) that the Buyer holds a number of Pro Forma Buyer Common Units equal to the number of shares of Pro Forma Buyer Class A Common Stock and (ii) that the Company Unitholders hold Pro Forma Unitholder Common Units and Pro Forma Unitholder Earnout Common Units and that no other Company Equity Interests are outstanding.

Related to Company A&R LLCA

  • Company Articles means the Articles of Incorporation of the Company, as amended.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Company Bylaws means the bylaws of the Company, as amended.

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

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • LLC Act means the Delaware Limited Liability Company Act, as amended.

  • 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.

  • 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.

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

  • Company Law means the Companies Law (as amended) of the Cayman Islands.

  • Company Agreement means any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

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

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

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

  • DRULPA means the Delaware Revised Uniform Limited Partnership Act.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Delaware Act means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

  • 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.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Delaware General Corporation Law means the Delaware General Corporation Law, 8 Del. C.ss.100, et. seq., as amended from time to time.

  • 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.

  • Business Corporations Act means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;