Court upheld transaction involving merger of operating subsidiary and amendment of its LLC agreement to remove manager, where the relevant LLC agreements and the LLC Act authorized the actions taken to facilitate the transaction.

Plaintiff reasonably interpreted parties' merger agreement as merely requiring FDA approval of the medical device system to secure milestone payment without reference to specific size variations of the product.

Court found no breach of an exclusivity provision in a letter of intent where the provision merely prohibited soliciting proposals for a sale of the subject business, rather than communications about a potential transaction, and announcing consideration of strategic alternatives did not rise to the level of a firm solicitation.

Court stayed breach of restrictive covenant action pending further proceedings in separate action that likely would have overlapping factual and legal issues.