LLC Certificate of Merger definition

LLC Certificate of Merger means the certificate of merger with respect to the LLC Merger containing the provisions required by, and executed in accordance with, the DGCL and the LLC Act.
Sample 1Sample 2
LLC Certificate of Merger shall have the meaning set forth in Section 2.2.
Sample 1
LLC Certificate of Merger is defined in Section 2.2.
Sample 1

Examples of LLC Certificate of Merger in a sentence

  • The LLC Merger shall become effective at the time the LLC Certificate of Merger is filed with the Secretary of State of the State of Delaware.

  • The LLC Merger shall become effective at such time as the LLC Certificate of Merger is duly filed with such Secretary of State, or at such other time as Parent and the Purchaser shall agree and specify in the LLC Certificate of Merger (the time the LLC Merger becomes effective being the “LLC Merger Effective Time”).

  • From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA.

  • AMLI has all requisite trust power and authority to enter into this Agreement and its other Transaction Documents and to consummate the transactions contemplated hereby and thereby, subject, solely with respect to the consummation of the Merger, to receipt of the AMLI Shareholder Approval and the acceptance for record of the Articles of Merger by the Maryland Department and the LLC Certificate of Merger by the Delaware Secretary of State.

  • If the Delaware Secretary requires any changes in the LLC Certificate of Merger as a condition to filing or issuing a certificate to the effect that the LLC Merger is effective, Interim Surviving Corporation and the LLC shall execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.

  • Immediately following the Effective Time of the Merger, Dendreon shall cause LLC to file with the Secretary of State of the State of Delaware a properly executed certificate of merger for the LLC Merger (the "LLC Certificate of Merger") conforming to the requirements of the Delaware Law.

  • Immediately following the Effective Time, Parent shall cause LLC to file with the Secretary of State of the State of Delaware a properly executed certificate of merger for the LLC Merger (the "LLC Certificate of Merger") conforming to the requirements of the DGCL.

  • The Exchange Agent shall make payments of the Merger Consideration, the Series B Merger Consideration, the Series D Merger Consideration and the Partnership Merger Consideration out of the Exchange Fund in accordance with this Agreement, the Articles of Merger, the LLC Certificate of Merger and the LP Certificate of Merger.

  • Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DLLCA (the “ LLC Certificate of Merger ”) shall be duly executed by the Company and, as promptly as reasonably practicable following the Closing, filed with the Secretary of State.

  • The LLC Merger shall become effective upon the later of: (i) the date and time of the filing of the LLC Certificate of Merger with the Secretary of State, or (ii) such later date and time as may be specified in the LLC Certificate of Merger as agreed to by the Parties; provided , however , that in no event shall the LLC Merger Effective Time occur prior to the Corporate Merger Effective Time.

Related to LLC Certificate of Merger

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

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

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

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

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

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • DLLCA means the Delaware Limited Liability Company Act.

  • Certificate of Amendment means the Certificate of Amendment of the Company, the form of which is attached as Exhibit A.

  • 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.

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

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

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

  • Certificate of Conversion means the Certificate of Conversion to Limited Liability Company of the Corporation to the Company as filed in the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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.

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

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

  • Second Merger has the meaning set forth in the Recitals.

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

  • 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.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • 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.

  • the Secretary of State means the Secretary of State for Education;