                                 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.