A limited liability partnership agreement or a merger or consolidation agreement or a merger plan may provide that the contractual valuation rights relating to a participation of a limited liability company or any other participation in a limited liability company apply to any class or group or series of companies or limited liability companies in the context of an amendment to a statute with: limited liability. any merger or consolidation in which the limited liability company participates in the merger or consolidation, any conversion of the limited liability company into another form of business, any transfer or domestication or continuation in a jurisdiction by the limited liability company, or the sale of all or substantially all of the assets of the limited liability company. The Court of Chancery has jurisdiction to rule on all matters relating to these valuation rights. All contractual terms of the consolidation or merger are subject to facts that are outside the agreement, provided that the facts under the terms and conditions apply in a manner expressly stated and clear in the consolidation or merger agreement. The word facts is used in the above sentence and includes any event, including an act of a company or person, including the company. (f) A merger or merger agreement or a proposed merger approved in accordance with subparagraph (b) of this section may: Any term of the merger or consolidation agreement may be subject to facts that may be established outside such an agreement, provided that the manner in which those facts apply to the terms of the agreement is clearly and expressly set out in the merger or consolidation agreement. is fixed. The term “facts” as used in the preceding sentence includes, but is not limited to, the occurrence of an event, including a decision or act of any person or body, including the corporation. Unless otherwise agreed, a merger or consolidation of a national limited liability company, including a national limited liability company that is not the surviving company or resulting from the merger or consolidation, does not require that national limited liability company to manage its affairs in accordance with Article 18-803 of this Title or to pay its liabilities and assets under § 18-804 of this Title.
and the merger or consolidation does not constitute the dissolution of such a limited liability company. This year`s amendments provide for (i) the division of an LLC into two or more separate LLCs, (ii) the formation of a registered series of statutory non-profit LLCs and LLCs, (iii) the use of blockchain technology to maintain LLC and LP records and for electronic transfers, (iv) the application of the market out exemption from valuation fees for abbreviated mergers under Section 251(h), and (v) certain changes to the procedures for ratifying defective company laws. With the new revisions, the merger or conversion agreement had to be approved only on behalf of Delaware LLC by the members who held the majority of the voting rights in the company. Any dissolved LLC could be conducted by the Commissioner or members. Parts of the De LLC Act have also been amended to remove the requirement that any termination and serial dissolution must be approved by any group of members or classes associated with that series. (b) Notwithstanding other provisions of this Chapter, any certificate deposited under this Chapter shall take effect at the time of its deposit with the Secretary of State or at a later date (not later than one hundred and eightieth days after the date of filing, if that date of deposit is on or after 1 January). 2012) in the certificate.. .