12-1640B 12-1640B . . . Restructuring Agreement under which (a) Delaware corporation (Company) will become holding company by transferring substantially all its assets and liabilities, except for capital stock of its subsidiaries, to a newly organized wholly-owned Delaware subsidiary, (b) pursuant to terms of a Demerger Agreement, certain assets and liabilities of a Norwegian corporation (Norway-One) shall be demerged into a new Norwegian corporation (Norway-Two) and each holder of outstanding shares of Norway-One shall receive one share of capital stock of Norway-Two for each Norway-One share held by such holder, and (c) Company shall commence an Exchange Offer to prospective shareholders of Norway-Two to exchange cash and warrants for Company Class A Common Stock for their Norway-Two shares
Arizona Restructuring Agreement
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State:
Multi-State
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US-CC-12-1640B
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Word;
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This online version of the Arizona Revised Statutes is primarily maintained for legislative drafting purposes and reflects the version of law that is effective on January 1st of the year following the most recent legislative session.
§ 29-3401 Becoming a member; transferable interest; ownership of interest in limited liability company. A. At the time of formation, a limited liability company must have at least one member.
See A.R.S. §§ 29-3102 and 29- 3105 through 29-3107. An operating agreement is not required by statute. If there is not operating agreement, then the LLC statutes will govern how the LLC conducts its affairs.
To form a single-member LLC, you must first choose a business name that is unique and unaccounted for within the state. From there, you designate a registered agent who will act as the go-to person or entity for all legal documents.
Arizona law does not restrict the number or type of partners. A corporation or other business entity may be a partner. The partnership is liable for the acts of each partner in the ordinary course of business, and each partner is jointly and severally liable for all obligations of the partnership.
On September 1, 2020, the Arizona Limited Liability Company Act, which became law in 2018, repealed Arizona's LLC statutes and replaced them with a new and "improved" model that is more consistent with the laws of most other states - but also poses risks for unwary LLC managers and members.