Articles of Organization; Operating Agreement. At the Effective Time, (a) the articles of organization of Merger Sub as in effect immediately prior to the Effective Time shall be the articles of organization of the Surviving Company until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the operating agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the operating agreement of the Surviving Company until thereafter amended in accordance with the terms thereof or as provided by applicable Law.
Articles of Organization; Operating Agreement. From and after the Effective Time, pursuant to the Statement of Merger and without any further action by the Constituent Entities or any of their respective members, the Articles of Organization of LLC in effect immediately prior to the Effective Time shall be the Articles of Organization of LLC, as the surviving entity in the LLC Merger (the "Surviving Entity Articles"). From and after the Effective Time, without any further action by the Constituent Entities or any of their respective members, the Operating Agreement of LLC as in effect immediately prior to the Effective Time shall be the Operating Agreement of LLC, as the surviving entity in the LLC Merger (the "Surviving Entity Operating Agreement"). A copy of the Surviving Entity Articles of Organization and Operating Agreement was provided to the respective members of each Constituent Cooperative in connection with their consideration of the LLC Merger.
Articles of Organization; Operating Agreement. At the Effective Time, (a) the articles of organization of Company as in effect immediately prior to the Effective Time shall be the articles of organization of the Surviving Company until thereafter amended in accordance with the terms thereof or as provided by Applicable Law, and (b) the operating agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the operating agreement of the Surviving Company until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Company or as provided by Applicable Law; provided, however, in each case, that the name of the company set forth therein shall be changed to the name of the Company.
Articles of Organization; Operating Agreement. The Articles of Organization and Operating Agreement of Transitory Subsidiary at the Effective Time, copies of which are attached hereto as Exhibits E and F, respectively, shall be the Articles of Organization and Operating Agreement of the Surviving Entity. At the Effective Time, Public Company shall file the Certificate of Merger and any amendments to the Articles of Organization of the Surviving Entity necessary to reflect the change in name of the Surviving Entity to Pernix Therapeutics, LLC.
Articles of Organization; Operating Agreement. (a) Unless otherwise determined by Holdings prior to the Effective Time, at the Effective Time, the Articles of Organization of Sub shall be the Articles of Organization of the Surviving Entity until thereafter amended; provided, however, that pursuant to the Certificate of Merger, the name of the Surviving Entity shall be changed to “Alta Hospitals System, LLC”.
(b) The Operating Agreement of Sub, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of the Surviving Entity until thereafter amended.
Articles of Organization; Operating Agreement. At the Effective Time, the limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Company, until thereafter amended as provided by Law and by the terms of such limited liability company agreement; provided, however, that, as among the Skyline Members only, (i) all provisions of the Skyline Operating Agreement relating to the allocation of profit and loss and tax items for Tax periods ending on or before the Closing Date, (ii) the associated distribution, tax audit and enforcement provisions, both as set forth in the Skyline Operating Agreement immediately prior to Closing, and (iii) provisions related to indemnification of directors and officers, shall survive as a valid and legally binding agreements (“Members’ Legacy Agreement”).
Articles of Organization; Operating Agreement. The Articles of Organization and Operating Agreement of EMG in the respective forms delivered by EMG to HGLB prior to the date of this Agreement will remain in full force and effect and will be the Articles of Organization and Operating Agreement of the Surviving Entity.
Articles of Organization; Operating Agreement. At the Effective Time: (a) the Articles of Organization of the Surviving Entity shall be amended and restated so as to read in its entirety as mutually agreed to by the parties, and, as so amended and restated, shall be the Articles of Organization of the Surviving Entity until thereafter amended in accordance with the terms thereof or as provided by Applicable Law; and (b) the Operating Agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the Operating Agreement of the Surviving Entity, except that references to Merger Sub’s name shall be replaced with references to the Surviving Entity’s name, until thereafter amended in accordance with the terms thereof, the Operating Agreement of the Surviving Entity, or as provided by Applicable Law.
Articles of Organization; Operating Agreement. At the Effective Time, (a) the Articles of Organization of the Surviving Entity shall be amended as a result of the Merger to change the name of the Surviving Entity to a name virtually identical to the name in the Company’s Articles of Incorporation as in effect immediately prior to the Effective Time, and such amended Articles of Organization shall remain in effect until thereafter amended in accordance with the terms thereof or as provided by applicable Law and (b) the Operating Agreement of the Surviving Entity shall remain in effect, except that the name of the Surviving Entity shall be virtually identical to the name of the Company and such amended Operating Agreement shall remain in effect until thereafter amended in accordance with the terms thereof, the Articles of Organization of the Surviving Entity, or as provided by applicable Law.
Articles of Organization; Operating Agreement. (a) The Certificate of Merger shall provide that, at the Effective Time, the Articles of Organization of the Surviving Company shall be in the form of the Articles of Organization of the Company as in effect immediately prior to the Effective Time. The Articles of Organization of the Company as in effect immediately prior to the Effective Time, shall be as set forth on Exhibit III-A.
(b) At the Effective Time, the operating agreement of the Surviving Company shall be the operating agreement set forth on Exhibit III-B
