DE LLC Act definition
Examples of DE LLC Act in a sentence
The Parent and each director and officer of the Parent and the Company is hereby designated as an “authorized person” of the Company within the meaning of the DE LLC Act and is hereby authorized, for and on behalf of the Company, to execute, deliver and cause the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
The Merger shall have the effects provided in Section 18-209(g) of the DE LLC Act.
The Merger shall be effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DE LLC Act, or such later date and time as may be specified therein and agreed to by the Company and Merger Sub (the date and time the Merger becomes effective being the “Effective Time”).
At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DE LLC Act.
In this regard, we note that we are members of the Bar of the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, the DE LP Act, and the DE LLC Act.
Prior to the Closing, Parent shall prepare, and on the Closing Date, the Parties shall cause a certificate of merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware and the State of California, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the LLC Act and the DE LLC Act and shall make all other filings or recordings required under the LLC Act and the DE LLC Act in connection with the Merger.
The Parties shall make all other filings, recordings or publications required under the DE LLC Act and MGCL in connection with the Parent Merger.
Pursuant to Sections 18-301(b)(3) and 18-101(b)(7) of the DE LLC Act and simultaneous with the Effective Time, notwithstanding any provision of the Operating Agreement, the Parent shall, automatically and without any further action of any Person being required, be admitted to the Surviving Company as a member of the Surviving Company and shall be bound by the terms of the Operating Agreement, and the Surviving Company shall be continued without dissolution.
We do not express any opinion as to the judicial decisions construing the DE LP Act and/or DE LLC Act or any other matters of Delaware law other than the text of the DE LP Act and/or DE LLC Act.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act and the DE LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company.