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”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Winston Hotels Inc), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.)
Certificate of Formation; Limited Liability Company Agreement. (a) At the Merger Effective Time, the Certificate certificate of Formation formation of MergerCo, Merger Sub as in effect immediately prior to the Merger Effective Time, shall be the Certificate certificate of Formation formation of the Surviving Entity Company until thereafter changed or amended as provided therein or by applicable law (Law. The limited liability company agreement in the “Certificate form attached hereto as Exhibit A shall be the limited liability company agreement of Formation”)the Surviving Company until thereafter changed or amended as provided therein or by applicable Law, but subject to Section 6.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
Certificate of Formation; Limited Liability Company Agreement. (a) At The certificate of formation of Merger Sub shall be and remain the Merger certificate of formation of the Surviving Entity from and after the Effective Time, until thereafter amended in accordance with the Certificate Limited Liability Company Act. The limited liability company agreement of Formation of MergerCo, Merger Sub as in effect immediately prior to the Merger Effective Time, Time shall be the Certificate of Formation limited liability company agreement of the Surviving Entity from and after the Effective Time, until thereafter amended as provided therein or by applicable law (in accordance with the “Limited Liability Company Act, the Surviving Entity’s Certificate of Formation”)Formation and such limited liability company agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Halliburton Co)
Certificate of Formation; Limited Liability Company Agreement. (a) At The certificate of formation of Merger Sub shall be and remain the Merger certificate of formation of the Surviving Entity from and after the Effective Time, until thereafter amended in accordance with the Certificate Limited Liability Company Act. The limited liability company agreement of Formation of MergerCo, Merger Sub as in effect immediately prior to the Merger Effective Time, Time shall be the Certificate of Formation limited liability company agreement of the Surviving Entity from and after the Effective Time, until thereafter amended as provided therein or by applicable law (in accordance with the “Certificate of Formation”)Limited Liability Company Act and such limited liability company agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bj Services Co), Agreement and Plan of Merger (Baker Hughes Inc)
Certificate of Formation; Limited Liability Company Agreement. (a) At the Merger Effective Time, by virtue of the Certificate Merger and without any further action on the part of Formation GigCapital2, the Merger Sub, the Company or the equityholders of MergerCoany of the foregoing, the certificate of formation of the Company, as in effect immediately prior to the Merger Effective Time, shall be the Certificate certificate of Formation formation of the Surviving Entity Company as of the Effective Time, until thereafter duly amended as provided therein or by in accordance with applicable law (the “Certificate of Formation”)Law.
Appears in 1 contract
Certificate of Formation; Limited Liability Company Agreement. (a) At Immediately after the Merger Effective TimeTime of the Merger, the Certificate certificate of Formation formation of MergerCo, the Surviving Entity shall be the certificate of formation of Merger Sub as in effect immediately prior to the Merger Effective Time, and such certificate of formation shall be the Certificate certificate of Formation formation of the Surviving Entity until thereafter amended as provided therein or by applicable law (and such certificate of formation and limited liability company agreement of the “Certificate of Formation”)Surviving Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Certificate of Formation; Limited Liability Company Agreement. (a) At the Merger Effective Time, the Certificate certificate of Formation formation of MergerCo, as Merger Sub in effect immediately prior to the Merger Effective TimeTime shall become the certificate of formation of the Surviving Entity, shall be except that (i) the Certificate of Formation name of the Surviving Entity shall be “CBIZ MAG LLC” and (ii) such certificate of formation shall be revised to the extent necessary to comply with Section 5.4 (the “Surviving Entity Certificate of Formation”) until thereafter changed or amended as provided therein or by applicable law (the “Certificate of Formation”)Applicable Law.
Appears in 1 contract
Certificate of Formation; Limited Liability Company Agreement. At the Effective Time, (a) At the certificate of formation of Merger Effective Time, the Certificate of Formation of MergerCo, Sub as in effect immediately prior to the Merger Effective Time, Time shall be the Certificate certificate of Formation formation of the Surviving Entity Company until thereafter amended in accordance with the terms thereof or as provided therein or by applicable law Law, and (b) the “Certificate limited liability company agreement of Formation”)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 in accordance with the terms thereof, the certificate of formation of the Surviving Company or as provided by applicable Law.
Appears in 1 contract
