OLLCA definition
Examples of OLLCA in a sentence
All membership interests of Merger Sub, issued and outstanding immediately prior to the Effective Time shall be converted into the Pass Through Number of validly issued, fully paid and nonassessable (except as limited by the OLLCA) Class A Units of the Surviving Company free and clear of all Liens (other than restrictions on transfer under applicable Securities Laws and the A&R Company LLC) and Acquiror shall be admitted as a member and designated as the sole manager of the Surviving Company.
The Merger shall have the effects set forth in this Agreement and the OLLCA.
The Merger shall be consummated in accordance with this Agreement and the OLLCA and evidenced by articles of merger (the “Certificate of Merger”), such Merger to be consummated upon filing of the Certificate of Merger or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger (the “Effective Time”).
The A&R Company LLC Agreement as so amended, shall be the limited liability company agreement of the Surviving Company, until thereafter supplemented or amended in accordance with its terms and the OLLCA.
Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, the Company shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of Oregon as provided in the OLLCA.
Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”) in accordance with the terms of, and subject to the conditions set forth in, this Agreement, Section 2054 of the OLLCA and Section 18-209 of the DLLCA.
The Merger, this Agreement and the transactions contemplated by this Agreement shall have been approved at or prior to the Effective Time by the required vote of the Members in accordance with the OLLCA and the operating agreement of IST.
Subject to the terms and conditions of this Agreement, in accordance with the Oregon Limited Liability Company Act (the "OLLCA") and Delaware Limited Liability Company Act (the "DLLCA"), at the Effective Time (as hereinafter defined) of the Merger, Ventures shall merge with and into Sub and Sub shall be the surviving limited liability company in the Merger.
At and after the Effective Time, the Merger shall have the effects set forth in the OLLCA and the DLLCA, as the case may be.
NetWolves shall file a Certificate of Consolidation with the Secretary of State's Office of the State of Ohio in accordance with the OLLCA substantially in the form of Exhibit B2.