FRLLCA definition
Examples of FRLLCA in a sentence
Subject to the provisions of this Agreement, on the Closing Date, each Company and Verano shall cause a certificate of merger for such Company’s respective Company Merger (a “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Florida in accordance with the relevant provisions of the FRLLCA and shall make all other filings or recordings required under the FRLLCA.
In order to consummate the Arrangement and effect the Combination, the Agreement contemplates that, among other things, the Companies will effectuate the Company Mergers and that in connection with and as a result of the Company Mergers, each of AME, POR and RVC will continue in existence under the FRLLCA as the surviving entities.
The Company Mergers shall have the effects set forth herein and in the applicable provisions of the FRLLCA.
Each Company Merger shall become effective at such time as the Certificate of Merger for such Company Merger has been duly filed with the Secretary of State of the State of Florida or at such later date or time as may be agreed by such Company and Verano in writing and specified in such Company’s Certificate of Merger in accordance with the FRLLCA (the effective time of an applicable Company Merger being hereinafter referred to as the “Effective Time”).
At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DLLCA and the FRLLCA, the Company shall be merged with and into Merger Sub, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving entity in the Merger (the “Surviving Company”).
Except as otherwise provided by FRLLCA, by Applicable Law, or expressly in this Agreement, no Managing Director will be obligated personally for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being or acting as a Managing Director.
Subject to the provisions of Section 7.02 and except as otherwise provided by FRLLCA or this Agreement, the Managing Directors shall have full and complete discretion to manage and control the business, property, activities, and affairs of the Company, to make all decisions affecting the business, property, activities, and affairs of the Company, and to take all such actions as they deem necessary or appropriate to accomplish the purposes of the Company set forth in Section 2.05.
Subject to the conditions of this Agreement, at the Closing, the Parties shall cause the Merger to be consummated by causing a certificate of merger or other applicable documents as may be required under the DLLCA and the FRLLCA (collectively, the “Certificates of Merger”) to be filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Florida.
At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Articles of Merger and the FBCA and FRLLCA.
Subject to the satisfaction or waiver of all conditions precedent to the consummation of the Merger, the parties shall cause the Merger to become effective on the date of the Closing by (i) causing the filing, in accordance with the FBCA and FRLLCA, of the Articles of Merger as set forth in the preceding sentence and (ii) causing all other documents which must be recorded or filed as a result of the Merger to be recorded or filed.