Delaware Llc Merger Agreement

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(i) Notwithstanding the 18-607 (a) of this security, a limited liability company may proceed with the payment of a series established in accordance with point (b) of this section. A limited liability company may not proceed with a distribution in relation to a series established in accordance with subsection b) of this section to a member to the extent that, at the time of distribution after distribution, all liabilities in these series, except commitments to members because of their limited liability shares , are higher than the fair value of assets related to such a series. , except that the fair value of the assets in the series for which liability is limited by creditors is only included in the assets related to this series to the extent that the fair value of that property is greater than that liability. For the purposes of the immediately preceding rate, the concept of « distribution » does not include amounts that constitute appropriate compensation for current or past services, nor reasonable payments made under a good faith pension plan or other successful benefit program. A member who receives a distribution in violation of this subsection and who, at the time of distribution, knew that the distribution was contrary to that subsection, is responsible for the amount of distribution of a series. A member who receives a distribution in violation of this subsection and who, at the time of distribution, did not know that the distribution was contrary to that subsection, is not responsible for the amount of the distribution. Subject to Title 18-607, (c), which applies to any distribution made with respect to a series within the meaning of this subsection, this subsection does not infringe on a member`s obligation or liability under an agreement or other applicable fee. b) Each of these limited liability companies and companies must enter into a merger or consolidation agreement in writing.  The agreement stipulates: (c) the agreement under subsection (b) of this section is accepted by each of the companies in the same way as it is provided for in Articles 251 or 255 of this title and, in the case of limited liability companies, in accordance with their limited liability companies and the laws of the jurisdiction in which they are incorporated. , executed and recognized.  The contract is filed and comes into effect to all the objectives of that state`s law, if and as stipulated in Articles 251 or 255 of this title with respect to the merger or consolidation of the companies of that state.

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