Certificate of Formation; Limited Liability Company Agreement. At the Effective Time, (i) 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 until thereafter amended as provided therein or in accordance with the DLLCA, and (ii) the Limited Liability Company Agreement of the Merger Sub, as amended and restated and in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Entity until thereafter amended as provided therein or in accordance with the DLLCA.
Certificate of Formation; Limited Liability Company Agreement. The certificate of formation of Merger Sub shall be and remain the certificate of formation of the Surviving Entity from and after the Effective Time, until thereafter amended in accordance with the Limited Liability Company Act. 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 from and after the Effective Time, until thereafter amended in accordance with the Limited Liability Company Act, the Surviving Entity’s Certificate of Formation and such limited liability company agreement.
Certificate of Formation; Limited Liability Company Agreement. (a) The Certificate of Formation of Buyer, as in effect immediately prior to the Effective Time, shall be the Certificate of Formation of the Surviving Entity until thereafter changed or amended as provided therein or by applicable law.
(b) The Limited Liability Company Agreement of Buyer as in effect immediately prior to the Effective Time shall be the Limited Liability Company Agreement of the Surviving Entity until thereafter changed or amended as provided therein or by applicable law.
Certificate of Formation; Limited Liability Company Agreement. (a) The certificate of formation of the Company as in effect immediately before the Effective Time, with such amendments thereto as are included in the Certificate of Merger, will be the certificate of formation of the Surviving Company until thereafter amended in accordance with applicable Law.
(b) The limited liability company agreement of Merger Sub in effect immediately before the Effective Time, but amended to reflect “BioD, LLC” rather than “DP Merger Sub One, LLC” as the name of the Surviving Company, will be the limited liability company agreement of the Surviving Company until thereafter amended in accordance with the terms thereof and as provided by applicable Law.
Certificate of Formation; Limited Liability Company Agreement. The parties hereto shall take such action as is necessary so that, at the Effective Time, the certificate of formation and the limited liability company agreement of each Merger Sub in effect immediately prior to the Effective Time shall be the certificate of formation and the limited liability company agreement of the applicable Surviving Company until amended in accordance with applicable Law.
Certificate of Formation; Limited Liability Company Agreement. (a) At the Merger Effective Time, the Certificate of Formation of MergerCo, as in effect immediately prior to the Merger Effective Time, shall be the Certificate of Formation of the Surviving Entity until thereafter amended as provided therein or by applicable law (the “Certificate of Formation”).
(b) The limited liability company agreement of the Company, as in effect immediately prior to the Merger Effective Time, shall be the limited liability company agreement of the Surviving Entity until thereafter amended as provided therein or by applicable law (the “Limited Liability Company Agreement”).
Certificate of Formation; Limited Liability Company Agreement. At the Effective Time, the certificate of formation of the Company shall remain the certificate of formation of the Surviving Company, until amended in accordance with Law (but subject to Section 7.2). At the Effective Time, the Company LLC Agreement shall be amended and restated to be the limited liability company agreement of Merger Sub, until amended in accordance with Law (but subject to Section 7.2).
Certificate of Formation; Limited Liability Company Agreement. At the Effective Time, (a) 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 in accordance with the terms thereof or as provided by applicable Law, and (b) 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 in accordance with the terms thereof, the certificate of formation of the Surviving Entity or as provided by applicable Law; provided, however, in each case, that the name of the limited liability company set forth therein shall be changed to the name of FSH.
Certificate of Formation; Limited Liability Company Agreement. The certificate of formation and limited liability company agreement of Merger Sub II shall remain in effect from and after the Effective Time until the merger of the Surviving Corporation into Merger Sub II immediately following the Effective Time pursuant to Section 1.1(b), at which time the certificate of formation and limited liability company agreement of Merger Sub II shall each remain in effect, except that such certificate of formation and limited liability company agreement shall each be amended by Parent as of the Effective Time to change the name of the Surviving Company as used therein to “Rite Aid LLC” and to contain such provisions as are necessary to give full effect to Section 7.10 (such certificate of formation and limited liability company agreement, as amended after the Effective Time, the “Surviving Company Organizational Documents”).
Certificate of Formation; Limited Liability Company Agreement. The limited liability company agreement of Merger Sub in effect immediately prior to the Effective Time shall, by virtue of the Merger, be amended and restated as of the Effective Time to reflect the fact that the name of the Surviving Company, from and after the Effective Time, shall be "Avant! Company," and as so amended and restated, such limited liability company agreement shall (as amended by Parent, as sole member, from time to time) be the limited liability company agreement of the Surviving Company. The certificate of formation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company and shall be amended in due course to reflect the fact that the name of the Surviving Company, from and after the Effective Time, shall be "Avant! Company."
