Agreement and Plan of Merger Delaware Llc

A limited liability partnership agreement or a merger or consolidation agreement or a merger plan may provide that the contractual valuation rights relating to a participation of a limited liability company or any other participation in a limited liability company apply to any class or group or series of companies or limited liability companies in the context of an amendment to a statute with: limited liability. any merger or consolidation in which the limited liability company participates in the merger or consolidation, any conversion of the limited liability company into another form of business, any transfer or domestication or continuation in a jurisdiction by the limited liability company, or the sale of all or substantially all of the assets of the limited liability company. The Court of Chancery has jurisdiction to rule on all matters relating to these valuation rights. (a) A limited liability partnership agreement may specify or specify 1 or more designated numbers of members, directors, interests or assets of limited liability companies. Such a series may have separate rights, powers or obligations with respect to certain assets or obligations of the limited liability company or profits and losses related to certain assets or obligations, and each of these series may have a separate business or investment purpose. (g) Prior to the presentation of a certificate of domestication of a limited liability company to the Office of the Secretary of State, domestication shall be authorized in the manner provided for in the act, deed, agreement or, as the case may be, any other document governing the internal affairs of the non-resident company and the conduct of its activities; or under applicable law outside delAWARE, if any and that a limited liability partnership agreement is approved by the same authorization as is necessary for the approval of domestication. (a) As used in this Section and in section 18-204 of this Title, “other business entity” means a corporation, legal trust, business trust, association, real estate investment trust, common law trust or other unregistered corporation or entity, including a partnership (whether general (including a limited liability company) or limited liability partnership. (including a limited liability partnership)), and a foreign limited liability company, but with the exception of a domestic limited liability company. As used in this Section and in Sections 18-210 and 18-301 of this Title, “Plan of Merger” means a letter approved by a national limited liability company in the form of resolutions or otherwise setting out the terms of a merger in accordance with paragraph (i) of this Section.

(2) Enter into a new limited liability partnership agreement for a limited liability company in the case of the surviving or resulting limited liability company involved in the merger or consolidation. (i) Notwithstanding Article 18-607(a) of this Title, a limited liability company may make a distribution in respect of a series incorporated in accordance with paragraph (b) of this Article. A limited liability company may not make a distribution to a partner in respect of a series established in accordance with point (b) of this Section, provided that, at the time of the distribution after the distribution has been made, all liabilities in those series, with the exception of liabilities to the members arising from their limited liability actions in respect of those series and liabilities, for which recourse to creditors is limited to certain assets in those series exceeds the fair value of the assets associated with those series, except that the fair value of the assets in the series that are subject to a liability for which creditors` recourse is limited shall be included in the assets associated with those series only to the extent that: that the fair value of the property exceeds that responsibility. For the purposes of the immediate preceding sentence, the term “distribution” does not include amounts that constitute reasonable compensation for current or past services or reasonable payments made in the ordinary course of business under a bona fide pension plan or other benefits program. A member who receives a distribution that contravenes this paragraph and who knew at the time of distribution that the distribution violates this paragraph shall be liable to a number corresponding to the amount of the distribution. A member who receives a distribution that violates this paragraph and who did not know at the time of distribution that the distribution violated this paragraph is not responsible for the amount of the distribution. Subject to Article 18-607(c) of this Title, which applies to any distribution relating to a series under this Subsection, this Subsection shall not affect any obligation or liability of a Member under any agreement or other applicable law for the amount of a distribution. 4. In the case of a merger in which a national limited liability company is the surviving undertaking, amendments, where appropriate, to the instrument of incorporation of the surviving national limited liability company in order to change its name, registered office or registered representative as the merger is intended to be; (b) Where the method of authorising a concentration of the limited liability company is determined in the limited liability company, the conversion shall be authorised in accordance with the Limited Liability Companies Treaty. If the limited liability partnership agreement does not specify the terms of authorization of a transformation of the limited liability company and does not prohibit a transformation of the limited liability company, the conversion is authorized in the same way as that provided for in the statutes of limited liability for the approval of a merger or consolidation that the limited liability company constitutes the Merger or consolidation. If the articles of association do not specify how a conversion of the limited liability company or a merger or a merger or a merger of which the limited liability company is a constituent is permitted and does not prohibit a conversion of the limited liability company, the conversion is approved by the agreement of the partners or if there are more than 1 class or group of members, then by any class or group of members, in both cases members who hold more than 50 per cent of the percentage or other share in force at that time of the profits of the national limited liability company belonging to all members or members of any class or group, where applicable.

(5) the date or time of the future coming into force (i.e. a specific date or time) of the merger or amalgamation if it is not intended to take effect with the filing of the instrument of merger or amalgamation; With the new revisions, the merger or conversion agreement had to be approved only on behalf of Delaware LLC by the members who held the majority of the voting rights in the company. Any dissolved LLC could be conducted by the agent or members. .

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