Certificate of Formation; Bylaws Sample Clauses

Certificate of Formation; Bylaws. (a) At the Merger Effective Time, the Certificate of Incorporation of MergerCo, as in effect immediately prior to the Merger Effective Time, shall be the Certificate of Incorporation of the Surviving Entity until thereafter amended as provided therein or by applicable law (the “Certificate of Incorporation”).
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Certificate of Formation; Bylaws. At and as of the Effective Time, the Certificate of Formation of the Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Formation of the Surviving Entity. At and as of the Effective Time, the limited liability company agreement of the Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Entity until amended or repealed in accordance with the provisions thereof and applicable law.
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Certificate of Formation; Bylaws. (i) At the Effective Time, the Certificate of Formation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Formation of the Surviving Entity until thereafter amended as provided by Delaware Law and such Certificate of Formation.
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Certificate of Formation; Bylaws. The certificate of formation and operating or LLC agreement of the Seller shall be amended in the Merger to read in their entirety as set forth on Exhibit 1.5 hereto and as so amended, shall become the certificate of formation and operating agreement of the Surviving Company, until duly amended in accordance with applicable Law.
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Certificate of Formation; Bylaws. (a) At the Effective Time, the Certificate of Formation of the Surviving Corporation shall be as set forth in Exhibit B, until thereafter amended as provided by law and such Certificate of Formation.
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Certificate of Formation; Bylaws. (a) At the Effective Time, the certificate of formation of the Company shall be amended and restated so that it reads in its entirety as set forth in Exhibit E hereto, and, as so amended, shall be the certificate of formation of the EFH Surviving Company until thereafter amended in accordance with its terms and as provided by applicable Law.
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Related to Certificate of Formation; Bylaws

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation; By-laws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Amended and Restated Certificate of Incorporation The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

  • Certificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. The minute books of Concept X which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

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