Certificate of Formation; Bylaws Sample Clauses

Certificate of Formation; Bylaws. (a) At the Merger Effective Time, the Certificate of Incorporation of MergerCo, as in effect immediately prior to the Merger Effective Time, shall be the Certificate of Incorporation of the Surviving Entity until thereafter amended as provided therein or by applicable law (the “Certificate of Incorporation”). (b) The bylaws of MergerCo, as in effect immediately prior to the Merger Effective Time, shall be the bylaws of the Surviving Entity until thereafter amended as provided therein or by applicable law (the “Bylaws”).
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Certificate of Formation; Bylaws. At and as of the Effective Time, the Certificate of Formation of the Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Formation of the Surviving Entity. At and as of the Effective Time, the limited liability company agreement of the Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Entity until amended or repealed in accordance with the provisions thereof and applicable law.
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Certificate of Formation; Bylaws. (i) At the Effective Time, the Certificate of Formation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Formation of the Surviving Entity until thereafter amended as provided by Delaware Law and such Certificate of Formation. (ii) 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 Entity until thereafter amended as provided by Delaware Law and such Limited Liability Company Agreement.
Sample 1
Certificate of Formation; Bylaws. (a) At the Effective Time, the certificate of formation of the Company shall be amended and restated so that it reads in its entirety as set forth in Exhibit E hereto, and, as so amended, shall be the certificate of formation of the EFH Surviving Company until thereafter amended in accordance with its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws of the Company shall be amended and restated so that it reads in its entirety as set forth in Exhibit F hereto, and, as so amended, shall be the bylaws of the EFH Surviving Company until thereafter amended in accordance with their terms, the certificate of formation of the EFH Surviving Company and as provided by applicable Law.
Sample 1
Certificate of Formation; Bylaws. (a) At and as of the Effective Time, the Certificate of Incorporation of Merger Sub I as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Interim Surviving Corporation. At and as of the Effective Time, the bylaws of the Merger Sub I as in effect immediately prior to the Effective Time shall be the bylaws of the Interim Surviving Corporation until amended or repealed in accordance with the provisions thereof and applicable law. (b) At and as of the effective time of the Second Step Merger, the Certificate of Formation of Merger Sub II as in effect immediately prior to the effective time of the Second Step Merger shall be the Certificate of Formation of the Final Surviving Entity; provided, however, that at the effective time of the Second Step Merger, the appropriate section of such Certificate of Formation shall be amended and restated in its entirety to read as follows: “The name of this limited liability company is OPKO OURLab, LLC”. At and as of the Effective Time, the limited liability company agreement of Merger Sub II as in effect immediately prior to the effective time of the Second Step Merger shall be the limited liability company agreement of the Final Surviving Entity until amended or repealed in accordance with the provisions thereof and applicable law; provided, however, that at the effective time of the Second Step Merger, the appropriate section of such limited liability company agreement shall be amended and restated in its entirety to read as follows: “The name of this limited liability company is OPKO OURLab, LLC”.
Sample 1
Certificate of Formation; Bylaws. (a) At the Effective Time, the Certificate of Formation of the Surviving Corporation shall be as set forth in Exhibit B, until thereafter amended as provided by law and such Certificate of Formation. (b) The Bylaws of Sub, 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 Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Sample 1
Certificate of Formation; Bylaws. The certificate of formation and operating or LLC agreement of the Seller shall be amended in the Merger to read in their entirety as set forth on Exhibit 1.5 hereto and as so amended, shall become the certificate of formation and operating agreement of the Surviving Company, until duly amended in accordance with applicable Law.
Sample 1
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Related to Certificate of Formation; Bylaws

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • Certificate of Incorporation; Bylaws (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 as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, 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 of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders. (b) Change its fiscal year. (c) Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

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