LLC-II definition
Examples of LLC-II in a sentence
The Company, LLCI and LLCII intend, and shall take the position, that the exchange of the Warrants pursuant to this Agreement should be characterized as a reorganization within the meaning of Section 368(a) of the Code and shall not take any position on any United States tax filing that is inconsistent with such characterization.
Upon surrender by LLCII of the Warrants it holds in certificated form (which do not include the uncertificated Warrant Rights) pursuant to Section 2 hereof, the Company agrees to adopt this plan of reorganization and shall issue and deliver to LLCII the Exchange Shares issuable to LLCII pursuant to this Agreement, registered in the name of LLCII with the Transfer Agent.
No other proceedings on the part of LLCII are necessary for such authorization, execution, delivery and consummation.
Upon issuance of the Exchange Shares to LLCII, the Warrants will be null and void and of no further force or effect.
LLCII, LLCI and the Company have each duly caused this Agreement to be executed on the day and year first written above.
Concurrently with the execution of this Agreement and the issuance of the Exchange Shares, LLCII shall surrender the Warrants it holds in certificated form (which do not include the uncertificated Warrant Rights) to the Company, upon which surrender LLCII shall be deemed to be the holder of record of the Exchange Shares.
As the surviving entity, LLC-II will have all the rights, privileges and powers, as well as all right, title and interest in all of the property, real, personal and mixed, and other assets of Ascent Development Corp., and will assume all of the debts, liabilities and duties of Ascent Development Corp.
Such documents contain, or, in the case of LLC-I and LLC-II, will contain, true and complete minutes and records of all issuances and transfers of any stock, membership, partnership or other ownership interest in the Purchased Entities, and all minutes and records of all meetings, consents, proceedings and other actions of the partners, members, shareholders, board of directors and committees of the board of directors of the Purchased Entities since the date of incorporation or formation.
AEG and LLC-II will be, as of the Closing Date, the record and beneficial owners of the Seller Ascent Arena Company Membership Interests in the ratios stated in Section 5.2(b)(i).
Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by LLCII and the Company (and in the case of any amendment of Section 7 only, LLCI).