Certificate of Formation and Operating Agreement. (a) 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 Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.
Certificate of Formation and Operating Agreement. Attached as Exhibit 5.3 hereto are correct and complete copies of the Certificate of Formation of DE, as amended to date, and the Operating Agreement of DE, as amended to date. Such Certificate of Formation and Operating Agreement are in full force and effect.
Certificate of Formation and Operating Agreement. (a) The articles of organization of the Company as in effect immediately prior to the Effective Time shall be the articles of organization of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.
Certificate of Formation and Operating Agreement. CYL is not in violation of any of the provisions of its Certificate of Formation or Operating Agreement.
Certificate of Formation and Operating Agreement. The Certificate of Formation of MergerCo as in effect at the Effective Time shall be and constitute the Certificate of Formation of the Surviving Entity until amended or changed in accordance with the DLLCA. The operating agreement of MergerCo effective as of December 5, 2008 and as in effect at the Effective Time (the “Operating Agreement”) shall be and constitute the operating agreement of the Surviving Entity until further amended or changed in accordance with the DLLCA and its terms.
Certificate of Formation and Operating Agreement. The certificate of formation and operating agreement of Xxx Energy I, LLC as existing and constituted immediately prior to the Effective Time of the Merger shall, upon the Merger becoming effective, be and constitute the certificate of formation and operating agreement of the Surviving Company until amended in the manner provided by law.
Certificate of Formation and Operating Agreement. At the Effective Time, (i) the certificate of formation of the Surviving Company as in effect immediately prior to the Effective Time shall be amended as of the Effective Time so as to contain the provisions, and only the provisions, contained immediately prior thereto in the certificate of formation of Subco, except for Article FIRST thereof which may be revised to change the name of the limited liability company as mutually agreed to by the parties hereto, and (ii) the limited liability company agreement of Subco in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Company; in each case until amended in accordance with applicable law.
Certificate of Formation and Operating Agreement. The Certificate of Formation of HH Preferred Member, as in effect immediately prior to the Effective Time, shall continue to be the certificate of formation of the Surviving Entity until thereafter amended in accordance with its terms and applicable law. At the Effective Time, the introductory clause to Section 5.4(b) of the Operating Agreement of HH Preferred Member, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as follows:
Certificate of Formation and Operating Agreement. As of the Effective Time, by virtue of the Col-Care Transaction and without any action on the part of MergerSub, Col-Care or any other Person being required, the certificate of formation and limited liability company agreement of MergerSub shall be the certificate of formation and limited liability company agreement of the Surviving Company until thereafter amended as provided by Law and the terms of such certificate of formation and limited liability company agreement, as applicable; provided, however, the name of the Surviving Company shall be “Columbia Care LLC.”
Certificate of Formation and Operating Agreement. Copies of (a) the certificate of formation or incorporation, as applicable, of each of the Companies, as certified by the Secretary of State of its state of incorporation or formation, and (b) the operating agreement, bylaws or other applicable governing document, of each of the Companies shall, within 60 days of the Signing Date, be delivered to Purchaser, and such copies shall be each true and complete copies of such instruments as amended and in effect on such delivery date. None of the Companies is in default under or in violation of any provision of its governing documents, that has not had and would not reasonably be expected to have a Material Adverse Effect.
