(a) A limited liability company or foreign limited liability company that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange.

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Terms Used In Connecticut General Statutes 34-279b

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Devise: To gift property by will.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.

(b) Property held for a charitable purpose under the law of this state by a limited liability company or foreign limited liability company immediately before a transaction under sections 34-279 to 34-279q, inclusive, becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the limited liability company or foreign limited liability company provides notice to the Attorney General and obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.

(c) A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a merging limited liability company that is not the surviving limited liability company and that takes effect or remains payable after the merger inures to the surviving limited liability company. A trust obligation that would govern property if transferred to the merging limited liability company that does not survive the merger applies to property that is transferred to the surviving limited liability company under this section.