(1) make any amendment to the articles of association with limited liability; or all contractual terms of the consolidation or merger depend on 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. j) Except as otherwise provided in the Limited Liability Company Agreement, a Member shall cease to be affiliated with a Series and shall have the power to exercise a Member`s rights or powers in respect of that Series if all of the Member`s shares in a Limited Liability Company are assigned in respect of that Series. Except as otherwise provided in a limited liability partnership agreement, an event under this Chapter or a limited liability company that results in a member no longer being associated with a series does not in itself result in that member no longer being associated with another series or that member is no longer associated with another series or that such member continues to be a member or terminates the termination of the Series caused. whether or not that member is the last associate member of such a series. (d) Notwithstanding Article 18-303(a) of this Title, a member or manager may agree, under a limited liability partnership or other agreement, to be personally liable for all or part of the debts, obligations and liabilities of one or more series. (6) Such domestication has been authorized in the manner provided for in the act, deed, agreement or, as the case may be, any other procedural act governing the internal affairs of the non-resident corporation and the conduct of its business, or under applicable law outside Delaware. 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. A Delaware LLC merger occurs when commercial agreements combine multiple companies into a single entity.3 min read (c) A series created pursuant to paragraph (b) of this Section may engage in any lawful business, purpose or activity, whether carried on for profit or profit, with the exception of banking as defined in Title 8 Section 126.
Except as otherwise provided in the Limited Liability Articles, a series established under paragraph (b) of this Section shall have the power and ability to enter into contracts in its own name, to hold ownership of assets (including real, personal and intangible property), to grant liens and security rights, and to be sued and prosecuted. . . .