Bylaws and Operating Agreement. A copy of the bylaws or operating agreement, as applicable, of each Borrower certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Restatement Effective Date.
Bylaws and Operating Agreement. The Parties shall take all actions necessary so that (a) the bylaws of Spinco in effect immediately prior to the First Effective Time shall be the bylaws of the First Merger Surviving Corporation, until thereafter amended as provided therein or by applicable Law, and (b) at the Second Effective Time, the limited liability company operating agreement of Second Merger Sub in effect immediately prior to the Second Effective Time shall be the limited liability company operating agreement of the Surviving Entity (the “Operating Agreement”), until thereafter amended as provided therein or by applicable Law, except that the name of the Surviving Entity shall be designated in writing by Remainco to RMT Partner prior to the Closing, provided that such designation shall be made by Remainco following a good faith consultation with RMT Partner.
Bylaws and Operating Agreement. At the Effective Time following Merger 1, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall remain in effect. Upon the effectiveness of Merger 2, the operating agreement of Buyer LLC shall be the operating agreement of the Surviving Entity, provided however, that the operating agreement of the Surviving Entity will be amended to reflect that the name of the Surviving Corporation shall be “Q-RNA, LLC”
