Plan of Merger of LLC into corporation

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					                                  Plan Of Merger
                                 By And Between
                                      ,a         corporation
                                       and
                              ,a                   limited liability company
                                      under
                  Section of the
                     Uniform Limited Liability Company Act
       This PLAN OF MERGER (this “Plan”) is made and entered into as of
              (the "Effective Date") between                                               ,a
              corporation (the “Corporation”), and                  ,a
              limited liability company, (“the LLC”)

                                          RECITALS:

        A.    Upon the terms and subject to the conditions of this Plan of Merger and in
accordance with Section                    of the                          Uniform Limited
Liability Company Act (the “Act”), the Corporation and the LLC intend to enter into a merger
transaction.

        B.      The Board of Directors of the Corporation (i) has determined that the Merger
(as defined in Section 1.2 below) is consistent with and in furtherance of the long-term business
strategy of the Corporation and fair to, and in the best interests of, the Corporation and its
shareholders, (ii) has approved this Agreement, the Merger and the other transactions
contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable,
(iv) has determined to recommend that the shareholders of the Corporation adopt this
Agreement, and (v) and (iv) has approved the issuance of shares of the Corporation Common
Stock (as defined below) pursuant to the Merger (the “Share Issuance”); and

        C.       The Managers of the LLC (i) have determined that the Merger is consistent with
and in furtherance of the long-term business strategy of the LLC and fair to, and in the best
interests of, the LLC and its members, (ii) has approved this Agreement, the Merger and the
other transactions contemplated by this Agreement, and (iii) have adopted a resolution declaring
the Merger advisable;

        NOW, THEREFORE, in consideration of the foregoing and the covenants, promises and
representations set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                         ARTICLE I
                                        THE MERGER

        1.1    The Merger. At the Effective Time (as defined in Section 1.2 hereof) and subject
to and upon the terms and conditions of this Agreement and the applicable provisions of the Act,
the LLC shall be merged with and into the Corporation (the “Merger”), the separate existence of
the LLC shall cease and the Corporation shall continue as the surviving corporation. the
surviving corporation after the Merger is sometimes referred to hereinafter as the “Surviving
Corporation.”

        1.2      Effective Time. Unless this Agreement is earlier terminated pursuant to Article
VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement
(the “Closing”) will take place at the offices of the Corporation, at a time and date to be specified
by the parties, but in no event later than two (2) business days following satisfaction or waiver of
the conditions set forth in Article VI hereof. the date upon which the Closing actually occurs is
herein referred to as the “Closing Date.” On the Closing Date, the parties hereto shall cause the
Merger to be consummated by filing this Plan of Merger or like instrument (the “Plan”) with the
Secretary of State of the State of ______________
				
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posted:3/8/2011
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Description: Plan of Merger of LLC into corporation
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