Surviving LLC definition

Surviving LLC has the meaning assigned in Section 2.01(a).

Surviving LLC has the meaning set forth in Section 2.01.

Surviving LLC is defined in Section 6.12 of the Agreement.

Examples of Surviving LLC in a sentence

• At the Effective Time, the officers of the Company, as of immediately prior to the Effective Time, shall be the officers of the Surviving LLC and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided for in the Surviving LLC Operating Agreement or until their resignation or removal or as otherwise provided by applicable Law.

• However, if Xxxxxx is unable to acquire such a policy, then JR will cause Surviving LLC to maintain the current directors’ and officer’s liability insurance for at least six years, provided that the aggregate premium is not in excess of 300% of the last annual premium paid for such policy prior to September 10, 2021.

• From and after the Second Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the member of Merger LLC immediately prior to the Second Effective Time shall be the member of the Surviving LLC and (ii) the officers of Surviving Company immediately prior to the Second Effective Time shall be the officers of the Surviving LLC.

• All of the membership interests of Merger Sub outstanding at the Effective Time shall continue to represent all of the membership interests of the Surviving LLC.

• If JR is unable to acquire such a policy, then it shall cause the Surviving LLC to obtain as much comparable insurance as possible for an annual premium equal to 300% of the last annual premium paid prior to September 10, 2021.

More Definitions of Surviving LLC

Surviving LLC shall have the meaning ascribed to such term in Section 2.1.

Surviving LLC is defined in Section 2.1.1.

Surviving LLC shall have the meaning set forth in Section 2.1.

Surviving LLC means Merger LLC, as the surviving entity after the Effective Time.

Surviving LLC shall have the meaning assigned to it in Section 1.2(b). “Tax” (and, with correlative meaning, “Taxes” and “taxable”) means any net income, alternative or add-on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, fringe benefit, share capital, profits, license, registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, or similar governmental fee, assessment or charge (direct or reverse) in the nature of a tax, together with any interest or any penalty, addition to tax or additional amount in relation to such tax (whether disputed or not) imposed by any Governmental Entity (U.S. or non-U.S.).

Surviving LLC has the meaning set forth in Section 4.1.

Surviving LLC means the Company, as the Surviving LLC in the Merger.