Examples of Mxxxxxxx Islands LP Act in a sentence
On the terms and subject to the conditions set forth in this Agreement, the Partnership will, on the Closing Date, duly file a certificate of merger effecting the Merger, executed in accordance with, and in such form as is required by, the relevant provisions of the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act (the “Certificate of Merger”), with the Registrar of Corporations of the Republic of the Mxxxxxxx Islands.
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Partnership, the separate limited liability company existence of Merger Sub will cease and the Partnership will continue its existence as a limited partnership under Mxxxxxxx Islands Law as the surviving entity in the Merger (such surviving entity, the “Surviving Entity”).
From and after the Effective Time, the Merger shall have the effects set forth herein, in the Partnership Agreement and in the applicable provisions of the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act.
Such Common Units and Class B Units have been duly authorized and validly issued in accordance with the Partnership Agreement; and Parent beneficially owns such Common Units and Class B Units, free and clear of all Liens (other than Permitted Liens), except for restrictions on transferability contained in the Partnership Agreement or as may be affected by Sections 30, 41, 51 and 60 of the Mxxxxxxx Islands LP Act.
Subject to the provisions of this Agreement, at the Closing, a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act (the “Certificate of Merger”), will be duly filed with the Registrar of Corporations of the Republic of the Mxxxxxxx Islands by the Partnership.
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act, at the Effective Time (as defined herein), Merger Sub shall be merged with and into MLP (such transaction, the “Merger”), the separate limited liability company existence of Merger Sub will cease and MLP will continue its existence as a limited partnership under Mxxxxxxx Islands law as the surviving entity in the Merger (the “Surviving Entity”).
All of the outstanding Partnership Interests have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as set forth in the Partnership Agreement or as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Mxxxxxxx Islands LP Act) and, except as set forth in the Partnership Agreement, free of preemptive rights.
The Merger shall have the effects set forth herein, in the Partnership Agreement (as defined herein) and in the applicable provisions of the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Partnership, the existence of Merger Sub shall thereupon cease, and the Partnership shall continue as the surviving entity and a Subsidiary of Parent (such surviving entity, the “Surviving Entity”).
From and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Partnership Agreement and the applicable provisions of the Mxxxxxxx Islands LP Act and the Mxxxxxxx Islands LLC Act.