Virginia Act definition
Examples of Virginia Act in a sentence
Following the Merger, the separate existence of Merger Subsidiary shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent, and shall succeed to and assume all the rights and obligations of Merger Subsidiary in accordance with the Virginia Act.
Paragraphs 4 and 5(a): Paragraphs 4 and 5(a) will not apply to Employees earning less than approximately $52,000 annually (or as otherwise provided by Code of Virginia §40.1-28.7:7 (the “Virginia Act”)), or those Employees who otherwise qualifies as a low-wage employee under the Virginia Act, unless Employee’s earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses.
The existence of the Company as a separate legal entity shall continue until the cancellation of the Articles of Organization of the Company in accordance with the provisions of the Virginia Act.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and assigns permitted in accordance with this Agreement and the Virginia Act.
The Merger will be consummated by the filing of articles of merger with the State Corporation Commission of Virginia in accordance with Section 720 of the Virginia Act and a certificate of merger in accordance with Section 252 of the Delaware Act.
Except as otherwise required hereunder or pursuant to any provision of the Virginia Act not permitted to be modified by an operating agreement, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.
Each Member hereby waives any and all rights such Member may have to withdraw or resign from the Company pursuant to the Virginia Act or otherwise and hereby waives any and all rights such Member may have to receive the fair value of such Member’s Interest in the Company upon such withdrawal, resignation or retirement pursuant to the Virginia Act.
The Merger shall have the effects set forth in Section 13.1-721 of the Virginia Act.
In connection with the formation of the Company, a duly authorized representative of the Company has caused to be filed with the office of the Virginia State Corporation Commission the duly executed Articles of Organization for the Company in accordance with the Virginia Act.
Subject to the consummation of the Merger on the terms and conditions contained in this Agreement, the parties hereto confirm that the holders of shares of Company Common Stock will not have dissenters' rights under Article 15 of the Virginia Act.