Examples of Surviving limited liability company in a sentence
LLC has full right to convey the Terradatum, LLC Assets to the Surviving Limited Liability Company in connection with this Agreement.
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any membership interest in Sub, each membership interest in Sub shall continue unchanged and remain outstanding as a membership interest of the Surviving Limited Liability Company.
The parties shall take all reasonably necessary actions such that immediately after the Effective Time, (a) the managing member of the Surviving Limited Liability Company shall be Parent and the Surviving Limited Liability Company shall have no managers, officers, or directors and (b) the managing member of LGCS LLC shall be the Surviving Limited Liability Company and LGCS LLC shall have no managers, officers or directors.
At the Effective Time, the certificate of formation and limited liability company agreement of Merger Sub shall be the certificate of formation and limited liability company agreement of the Surviving Limited Liability Company, respectively, until thereafter amended in accordance with the DLLCA.
All Tax Sharing Agreements with respect to or involving a Group Company (including any former Subsidiary of any Group Company) shall have been terminated no later than the Closing Date and, after the Closing Date, the Surviving Limited Liability Company shall not be bound thereby or have any liability thereunder.
EIGHTH: A copy of the executed Agreement and Plan of Merger will be furnished by the Surviving Limited Liability Company, on request and without cost, to any member of the constituent limited liability companies of the Merger.
At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any Party, the limited liability company interests in the Merger Subs issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into and exchanged for all of the “Common Interests” (to be defined in the Surviving Limited Liability Company Agreement) in the Surviving LLC, in each case for fifty percent (50%) of such interests.
The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Limited Liability Company at 700 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000.
The Surviving Limited Liability Company shall be a limited liability company formed and existing under the laws of the State of Delaware.
Xxxxxxx Email: jxxxxxxx@xxxxx.xxx If to Parent, Merger Sub, the Surviving Limited Liability Company, or the Group Companies (after the Closing): ZeroFox Holdings, Inc.