Certificate of Formation; Operating Agreement. (a) 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 changed or amended as provided therein or by Delaware Law or other applicable Law.
Certificate of Formation; Operating Agreement. (i) At the Step Two Merger Effective Time, the Certificate of Formation of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, shall be the Certificate of Formation of the Surviving Company until thereafter amended as provided by DGCL and such Certificate of Formation.
Certificate of Formation; Operating Agreement. The certificate of formation of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, will be the certificate of formation of the Surviving Company; provided, however, that Article I of such certificate of formation shall be amended as of the Step Two Merger Effective Time to read as follows: “The name of the limited liability company is: AlphaSmart, LLC” until thereafter changed or amended as provided therein or by applicable law (the “Certificate of Formation”). The operating agreement of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, will be the operating agreement of the Surviving Company, until thereafter changed or amended as provided therein, by the Certificate of Formation or by applicable law (the “Operating Agreement”).
Certificate of Formation; Operating Agreement. Copies of the Organizational Documents of each Acquired Company have heretofore been made available to the Purchaser, and such copies are each true and complete copies of such instruments in effect on the date hereof. No Acquired Company is in violation of its Organizational Documents in any material respect.
Certificate of Formation; Operating Agreement. At the Effective Date, the Articles of Organization (the "Certificate of Formation") of the Company, as in effect immediately prior to the Effective Date, shall be the Certificate of Formation of the Surviving Company until thereafter amended, as provided by law. At the Effective Date, the Operating Agreement of the Company, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of the Surviving Company until thereafter amended.
Certificate of Formation; Operating Agreement. Observe all of the separateness provisions and procedures of its certificate of formation, certificate of incorporation or limited liability company operating agreement, as applicable, as such provisions are in effect from time to time.
Certificate of Formation; Operating Agreement. At the Effective Time, the certificate of formation and the operating agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the articles of organization and operating agreement, respectively, of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.
Certificate of Formation; Operating Agreement. 2 1.5 Managers 2 1.6 Effect on Capital Stock 2 1.7
Certificate of Formation; Operating Agreement. The Certificate of Formation of the Surviving Company immediately after the Effective Time shall be the Certificate of Formation of the Company immediately prior to the Effective Time. The Limited Liability Company Agreement of the Surviving Company immediately after the Effective Time shall be the Limited Liability Company Agreement of the Transitory Subsidiary immediately prior to the Effective Time, except that the name of the limited liability company set forth therein shall be changed to the name of the Company.
Certificate of Formation; Operating Agreement. From and after the Effective Time:
