Certificate of Formation of the Surviving Entity Sample Clauses

Certificate of Formation of the Surviving Entity. At the Effective Time, the certificate of formation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety such that the Surviving Entity’s certificate of formation shall be substantially identical (except with respect to the name of the Company) to the certificate of formation of Merger Sub as in effect immediately prior to the Effective Time until thereafter changed or amended as provided therein or permitted by applicable Law.
Sample 1
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Certificate of Formation of the Surviving Entity. Subject to any required approval of the SEC, Parent and the Company shall take, and shall cause Merger Sub to take, all requisite action to cause the Certificate of Formation of the Surviving Entity in effect immediately following the Effective Time to be substantially in such form as determined by Parent (provided that the Company shall have provided its consent to such forms, such consent not to be unreasonably withheld or delayed).
Sample 1
Certificate of Formation of the Surviving Entity. From and after the Effective Time, the certificate of formation of Merger Sub shall be the certificate of formation of the Surviving Entity until amended in accordance with the provisions thereof and applicable Law, except that Section 1 of the certificate of formation of the Surviving Entity, instead of reading the same as Section 1 of the certificate of formation of Merger Sub, shall read as follows: “The name of this limited liability company is “Altor BioScience, LLC”.
Sample 1

Related to Certificate of Formation of the Surviving Entity

  • 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 of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • 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. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • 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.

  • Cancellation of Certificate of Formation Upon the completion of the distribution of Company cash and property in connection the dissolution of the Company, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

  • Certificate of Dissolution After the affairs of the Company have been wound up and the Company terminated, a certificate of dissolution shall be executed and filed in the office of the Delaware Secretary of State.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, 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 hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof 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.

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