As used in this section and sections 34-279a to 34-279q, inclusive:
(1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q, inclusive.
(2) “Merger” means a transaction in which two or more merging limited liability companies and foreign limited liability companies are combined into a surviving limited liability company pursuant to a filing with the Secretary of the State pursuant to section 34-279j.
(3) “Merging limited liability company” means a limited liability company or foreign limited liability company that is party to a merger.
(4) “Organic law” means, with respect to a limited liability company, the provisions of sections 34-243 to 34-283d, inclusive, as in effect in this state from time to time, and with respect to a foreign limited liability company, the law of the governing jurisdiction governing the internal affairs of a foreign limited liability company.
(5) “Organizational documents” means the certificate of organization and operating agreement of a limited liability company or a foreign limited liability company, or comparable records of a foreign limited liability company as provided in its organic law.
(6) “Plan” means a plan of merger or interest exchange.
(7) “Protected agreement” means: (A) A record evidencing indebtedness and any related agreement in effect on or after July 1, 2017; (B) an agreement that is binding on a limited liability company or foreign limited liability company on or after July 1, 2017; (C) the organizational documents of a limited liability company in effect on or after July 1, 2017; or (D) an agreement that is binding on any of the members or managers of a limited liability company or foreign limited liability company on or after July 1, 2017.
(8) “Surviving limited liability company” means a limited liability company or foreign limited liability company into which one or more other limited liability companies and foreign limited liability companies are merged whether the surviving limited liability company preexisted the merger or was created by the merger.
(P.A. 16-97, S. 80.)
History: P.A. 16-97 effective July 1, 2017.
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