Articles of Organization and Regulations. The Certificate of Formation of Sub, as in effect at the Effective Time, shall be the Certificate of Formation of the Surviving Company until thereafter changed or amended as provided therein or by applicable law, provided that such Certificate of Formation shall be amended hereby as of the Effective Time to change the name of the Surviving Company to Roadway LLC.
Articles of Organization and Regulations. The Company has heretofore made available to Parent a complete and correct copy of (a) the Articles of Organization and Regulations of the Company (together, the “Company Charter Documents”) including all amendments thereto, (b) the minute books containing all consents, actions and meetings of the Members of the Company and the Company’s Board of Managers and any committees thereof, and (c) the Member Interest transfer books of the Company setting forth all issuances or transfers of any interests of the Company. Such Company Charter Documents are in full force and effect. Revised and amended Company Charter Documents will be provided to Parent upon the closing of the Investor Purchase Agreement. No such revisions or amendments to the Company Charter Documents will conflict with this Agreement. The Company is not in violation of any of the provisions of the Company Charter Documents. The minute books, membership interests transfer books, stock registers and other records of the Company are complete and accurate, and the signatures appearing on all documents contained therein are the true or facsimile signatures of the persons purported to have signed the same.
Articles of Organization and Regulations. The Company has heretofore made available to Parent a complete and correct copy of (a) the Articles of Organization and Regulations of the Company (together, the “Company Charter Documents”) including all amendments thereto, (b) the minute books containing all consents, actions and meetings of the Members of the Company and the Company’s Board of Managers and any committees thereof, to the extent they exist, and (c) the Member Interest transfer books of the Company setting forth all issuances or transfers of any interests of the Company. Such Company Charter Documents are in full force and effect. No such revisions or amendments to the Company Charter Documents will conflict with this Agreement. The Company is not in violation of any of the provisions of the Company Charter Documents. The minute books, membership interests transfer books, stock registers and other records of the Company are complete and accurate, and the signatures appearing on all documents contained therein are the true or facsimile signatures of the persons purported to have signed the same.
Articles of Organization and Regulations. Target shall, as part of the Target Disclosure Schedule, furnish to Parent a complete and correct copy of the Articles of Organization and the Regulations, each as amended to date, of Target. Such Articles of Organization and Regulations are in full force and effect.
Articles of Organization and Regulations. The Company has made available to Parent and Sub accurate and complete copies of (i) the Articles of Organization and Regulations of the Company as currently in effect, (ii) the ownership records of the Company and (iii) the minutes of all meetings of the members and managers of the Company and any committees thereof (and all consents in lieu of such meetings). Such records, minutes and consents accurately reflect the equity ownership of the Company and, in all material respects, all actions taken by such members, managers and committees. The Company is not in violation of any provision of its Articles of Organization or Regulations, other than violations which, individually or in the aggregate, do not and will not have a Material Adverse Effect on the Company.
Articles of Organization and Regulations. The Company has heretofore made available to Parent a complete and correct copy of (a) the Articles of Organization and Regulations of the Company (together, the “Company Charter Documents”) including all amendments thereto, (b) the minute books containing all consents, actions and meetings of the Members of the Company and the Company’s Board of Managers and any committees thereof, and (c) the Member Interest transfer books of the Company setting forth all issuances or transfers of any interests of the Company. Such Company Charter Documents are in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents. The minute books, membership interests transfer books, stock registers and other records of the Company are complete and accurate, and the signatures appearing on all documents contained therein are the true or facsimile signatures of the persons purported to have signed the same.
Articles of Organization and Regulations. Attached as Exhibit 2.2 to this Agreement are complete and correct copies of Seller's Articles of Organization, as amended to date, certified by the Secretary of State of the State of California, and Seller's Regulations, as currently in effect, certified by the Secretary of Seller (such Articles of Organization and Regulations are sometimes referred to herein collectively as Seller's "Organizational Documents"). Such Organizational Documents were duly adopted and are in full force and effect, and Seller is not in violation of any provision thereof.
Articles of Organization and Regulations. Seller has made available to Purchaser accurate and complete copies of (i) the Articles of Organization and Regulations of the Company as currently in effect, (ii) the membership interest records, including a complete list of all of the members, of the Company, and (iii) the minutes of all meetings of the members and/or managers of the Company, any committees of such members and/or managers, (and all consents in lieu of such meetings).
Articles of Organization and Regulations. The Agent shall have received copies of the Articles of Organization (or the equivalent) of each limited liability company Guarantor and all amendments thereto certified by the Secretary of State of the state of each such Guarantor's formation and a copy of the regulations
Articles of Organization and Regulations. (a) The Articles of Organization of Sub, as in effect at the Effective Time, shall be the Articles of Organization of the Surviving Company until thereafter changed or amended as provided therein or by applicable law, provided that such Articles of Organization shall be amended hereby as of the Effective Time to change the name of the Surviving Company to TMBR/Sharp Drilling, LLC.
(b) The regulations of Sub as in effect at the Effective Time shall be the regulations of the Surviving Company until thereafter changed or amended as provided therein or by applicable law.
