Examples of Xxxxxxxx Islands LLC Act in a sentence
Concurrently with the execution of this Agreement, Parent, or its applicable direct or indirect wholly owned Subsidiaries, shall execute and deliver, in accordance with the Xxxxxxxx Islands LLC Act and in its or its Subsidiaries’ capacities as the sole members of Merger Sub and GP Buyer, written consents for Merger Sub and GP Buyer, respectively, approving this Agreement and the Transactions, to the extent that such has not already been executed.
From and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Partnership Agreement and the applicable provisions of the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act.
At the Closing Date, the Units and the limited liability company interests represented thereby will be duly authorized by the Company LLC Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act).
On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Partnership and Parent will cause a certificate of merger, executed in accordance with the relevant provisions of the Partnership Agreement, the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act (the “Certificate of Merger”), to be duly filed with the Registrar of Corporations of the Republic of the Xxxxxxxx Islands.
On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Partnership, the existence of Merger Sub shall thereupon cease, and the Partnership shall continue as the surviving entity and a Subsidiary of Parent (such surviving entity, the “Surviving Entity”).
The Merger shall have the effects set forth herein, in the Partnership Agreement and in the applicable provisions of the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act.
Golar owns 100% of the limited liability company interests in the General Partner; such limited liability company interests have been duly authorized and validly issued in accordance with the General Partner LLC Agreement and are fully paid (to the extent required by the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 31 of the Xxxxxxxx Islands LLC Act).
Upon the terms and subject to the conditions of this Agreement, and in accordance with the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act, at the Effective Time, Merger Sub shall merge with and into the Partnership (the “Merger”), the separate existence of Merger Sub will cease and the Partnership shall survive and continue to exist as a Xxxxxxxx Islands limited partnership (the Partnership as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Entity”).
The Merger shall have the effects set forth in this Agreement, the Partnership Agreement and the applicable provisions of the Xxxxxxxx Islands LP Act and the Xxxxxxxx Islands LLC Act.
No Partnership Entity is prohibited, directly or indirectly, from making any distribution with respect to its equity interests, from repaying any loans or advances to any other Partnership Entity or from transferring any of its property or assets to any other Partnership Entity, except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, and except as provided in Section 40 of the Xxxxxxxx Islands LLC Act and Section 51 of the Xxxxxxxx Islands LP Act.