Examples of Delaware RULPA in a sentence
The entity surviving the Merger is sometimes hereinafter referred to as the "Surviving Entity." The Merger shall have the effects set forth in the Maryland GCL or the Delaware RULPA, as the case may be, and Delaware law.
The power and authority of the Managing General Partner pursuant to this Agreement shall be liberally construed to encompass all acts and activities in which a partnership may engage under the Delaware RULPA.
No general or limited partner of MLP has or will have any appraisal or dissenters rights pursuant to Section 17-212 of the Delaware RULPA, the Partnership Agreement or otherwise as a result of the execution and delivery of this Agreement by MLP or any of the GP Entities or the consummation of the Merger.
The Merger shall have the effects set forth in the the Delaware RULPA and Missouri law.
The Partnership Units issuable to holders of ----------------- Corporation Stock upon consummation of the Merger will be duly authorized, validly issued, fully paid, and (except as otherwise provided by the Delaware RULPA) nonassessable at the Effective Time.
Unless the Parties otherwise agree, the closing of the sale and purchase of the Purchased Assets provided for under this Agreement (the “Closing”) shall take place ten (10) Business Days following the satisfaction or waiver, if permissible, of the conditions to Closing set forth in Article VIII hereof, at the offices of Xxxxxxx XxXxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 at 10:00 a.m., local time or as the Parties may otherwise mutually agree.
At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions of Delaware law, including without limitation Section 17-211(h) of the Delaware RULPA and/or Sections 259(a) and 263 of the DGCL.
On the Closing Date, subject to the terms and conditions of this Agreement, the Merging Entity and American Spectrum shall (i) cause to be executed (A) a certificate of merger in the form required by the Delaware RULPA (the "Delaware Certificate of Merger"), and (B) a certificate of merger in the form required by Missouri law (the "Merging Entity's Certificate of Merger"), and (ii) cause the Delaware RULPA, and the Merging Entity's Certificate of Merger to be filed with the Missouri Secretary of State.
The name under which the Partnership shall conduct its business is "International Private Satellite Partners, L.P." The business of the Partnership may be conducted under any other name permitted by the Delaware RULPA that is deemed necessary or desirable by the General Partner, in its sole and absolute discretion.
The partnership agreement of the Partnership in effect at the Effective Time shall be the partnership agreement of the Surviving Entity, until duly amended in accordance with the terms thereof and the Delaware RULPA.