Bylaws of Newco Sample Clauses

Bylaws of Newco. 2 (c) Indemnification and Director Quorum Provisions in Charter Documents of Subsidiaries . . . . . . . . . 2 (d) Changes to Indemnification and Director Quorum Provisions . . . . . . . . . . . . . . . . . . . . . . 2 A.2. OFFICERS AND DIRECTORS OF NEWCO AT THE CLOSING TIME . . . . . 3 A.3.
Sample 1
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Bylaws of Newco. Before the Closing Time, ECT, as the sole stockholder of Newco, shall adopt, or shall cause the board of directors of Newco to adopt, the bylaws of Newco in substantially the form attached to this Agreement as EXHIBIT 2. Before the Closing Time, ECT shall not further amend those bylaws without the written consent of the Representatives. From and after the Closing Time, the bylaws so adopted shall be the bylaws of Newco until amended in accordance with the Delaware Law, the provisions of Newco's certificate of incorporation and the provisions of those bylaws.
Sample 1

Related to Bylaws of Newco

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Modification of Constituent Documents The Borrower shall not, nor shall it permit any Subsidiary of the Borrower to amend its Constituent Documents (including in the terms of its outstanding Stock), except for changes and amendments that do not materially and adversely affect the interests of the Secured Parties under the Loan Documents or in the Collateral.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Amended and Restated Certificate of Incorporation The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

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