                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-1088)

As used in this article, unless the context requires a different meaning:
		&#8220;After a merger&#8221; or &#8220;after the merger&#8221; means when a
merger under § 13.1-1099.16 becomes effective and afterwards.
		&#8220;Asset&#8221; means property:

1. In which a series limited liability company or protected series has rights;
or

2. As to which the series limited liability company or protected series has the
power to transfer rights.
			&#8220;Associated asset&#8221; means an asset that meets the requirements
stated in &#xA7; 13.1-1099.2.
			&#8220;Associated member&#8221; means, with respect to a protected series, a
member that meets the requirements stated in &#xA7; 13.1-1099.3.
			&#8220;Before a merger&#8221; or &#8220;before the merger&#8221; means before
a merger under &#xA7; 13.1-1099.16 becomes effective.
			&#8220;Continuing protected series&#8221; means a protected series of a
surviving company that continues in uninterrupted existence after a merger under
&#xA7; 13.1-1099.16.
			&#8220;Merging company&#8221; means a limited liability company that is party
to a merger under &#xA7; 13.1-1099.16.
			&#8220;Non-associated asset&#8221; means:

1. An asset of a series limited liability company that is not an associated
asset of the series limited liability company; or

2. Any asset of a protected series of the series limited liability company that
is not an associated asset of the protected series.
			&#8220;Non-surviving company&#8221; means a merging company whose separate
existence ceases after a merger under &#xA7; 13.1-1099.16.
			&#8220;Principal office of the protected series&#8221; means the office, in
or out of the Commonwealth, where the principal executive offices of a protected
series of a domestic or foreign series limited liability company are located or,
if there are no such offices, the office, in or out of the Commonwealth, so
designated by the protected series. The designation of the principal office of a
protected series in the most recent statement of change filed pursuant to &#xA7;
13.1-1018.1 and subsection G of &#xA7; 13.1-1095 shall be conclusive for the
purpose of this chapter.
			&#8220;Protected series assignee&#8221; means a person to which all or part
of a protected series membership interest of a protected series of a series
limited liability company has been transferred, other than the series limited
liability company. &#8220;Protected series assignee&#8221; includes a person
that owns a protected series membership interest as a result of ceasing to be an
associated member of a protected series.
			&#8220;Protected series manager&#8221; means a person under whose authority
the powers of a protected series are exercised and under whose direction the
activities and affairs of the protected series are managed pursuant to the
operating agreement, this article, and other provisions of this chapter.
			&#8220;Protected series membership interest&#8221; means the share of the
profits and losses of a protected series and the right to receive distributions.
			&#8220;Relocated protected series&#8221; means a protected series of a
non-surviving company which, after a merger under &#xA7; 13.1-1099.16, continues
in uninterrupted existence as a protected series of the surviving company.
			&#8220;Surviving company&#8221; means a merging company that is the survivor
of a merger under &#xA7; 13.1-1099.16.
			&#8220;Survivor&#8221; has the same meaning as specified in &#xA7;
13.1-1069.1.

HISTORY: 2019, c. 636.