The Certificate of Formation Sample Clauses
The Certificate of Formation clause establishes the requirement for formally creating a legal entity, such as a corporation or limited liability company, by filing a specific document with the appropriate state authority. This clause typically outlines the necessary information that must be included in the certificate, such as the entity's name, registered agent, and business purpose, and may reference compliance with relevant state laws. Its core practical function is to ensure the legal existence and recognition of the entity, thereby enabling it to conduct business, enter into contracts, and limit the liability of its owners.
The Certificate of Formation. At the Effective Time, the certificate of formation of Merger Sub as in effect immediately prior to the execution of this Agreement shall be the certificate of formation of the Surviving Company, until thereafter amended as provided therein and/or by applicable Law.
The Certificate of Formation. The certificate of formation of the Company as in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Corporation (the “Certificate of Formation”), until duly amended as provided therein or by applicable Laws.
The Certificate of Formation. At the Effective Time, the certificate of formation of the Company shall be amended in its entirety to read in the form of the certificate of formation of Merger Sub as in effect immediately prior to the execution of this Agreement, except that the name of the Surviving Corporation shall be “TXU Corp.”, and, as amended, shall be the certificate of formation of the Surviving Corporation (the “Charter”), until thereafter amended as provided therein or by applicable Law.
The Certificate of Formation. The certificate of formation of Newco in effect at the Effective Time shall be the certificate of formation of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.
The Certificate of Formation. The certificate of formation of H-ES&R Holdings, as in effect immediately prior to the Holding Company Merger Effective Time, shall be the certificate of formation of H-ES&R Holdings as the surviving entity in the Holding Company Merger, until thereafter amended as provided therein or by applicable Law.
The Certificate of Formation of the Company and this Agreement may be amended, and their provisions may be waived, only by written instrument approved by the management committee and signed by the officers of the founding members who have signed this Agreement or by their successors in office or by successors in interest to the founding members.