Certificate of Formation; Operating Agreement. (i) At the Step Two Merger Effective Time, the Certificate of Formation of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, shall be the Certificate of Formation of the Surviving Company until thereafter amended as provided by DGCL and such Certificate of Formation.
(ii) At the Step Two Merger Effective Time, the Operating Agreement of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, shall constitute the Operating Agreement of the Surviving Company until thereafter amended as provided by law, the Certificate of Formation of the Surviving Company and such Operating Agreement.
Certificate of Formation; Operating Agreement. (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 changed or amended as provided therein or by Delaware Law or other applicable Law.
(b) The Operating Agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law; provided, however, that the Operating Agreement of the Surviving Entity shall be amended as necessary to comply with the obligations of the Surviving Entity set forth in Section 6.04 hereof.
Certificate of Formation; Operating Agreement. The certificate of formation of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, will be the certificate of formation of the Surviving Company; provided, however, that Article I of such certificate of formation shall be amended as of the Step Two Merger Effective Time to read as follows: “The name of the limited liability company is: AlphaSmart, LLC” until thereafter changed or amended as provided therein or by applicable law (the “Certificate of Formation”). The operating agreement of the LLC, as in effect immediately prior to the Step Two Merger Effective Time, will be the operating agreement of the Surviving Company, until thereafter changed or amended as provided therein, by the Certificate of Formation or by applicable law (the “Operating Agreement”).
Certificate of Formation; Operating Agreement. At the Effective Time, the certificate of formation and the operating agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the articles of organization and operating agreement, respectively, of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.
Certificate of Formation; Operating Agreement. At the Effective Date, the Articles of Organization (the "Certificate of Formation") of the Company, as in effect immediately prior to the Effective Date, shall be the Certificate of Formation of the Surviving Company until thereafter amended, as provided by law. At the Effective Date, the Operating Agreement of the Company, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of the Surviving Company until thereafter amended.
Certificate of Formation; Operating Agreement. Copies of the Organizational Documents of each Acquired Company have heretofore been made available to the Purchaser, and such copies are each true and complete copies of such instruments in effect on the date hereof. No Acquired Company is in violation of its Organizational Documents in any material respect.
Certificate of Formation; Operating Agreement. From and after the Effective Time:
(a) The articles of organization of the Company shall be amended and restated immediately following the Effective Time as set forth in the Articles of Merger and, as so amended, shall be the articles of organization of the Surviving Company until thereafter changed or amended in accordance with the provisions thereof and applicable Law.
(b) The limited liability company agreement of the Surviving Company shall be amended and restated in its entirety into the form of the limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time (other than name and date of formation) until thereafter changed or amended in accordance with the provisions thereof, the provisions of the articles of organization of the Surviving Company and applicable Law. For the avoidance of doubt, upon the Effective Time, (i) the managers of the Company as of the date of this Agreement, shall cease to be such managers and shall not thereafter be the managers of the Surviving Company, and (ii) Buyer or its designee shall serve as the sole member of the Surviving Company until replaced in accordance with the terms of the Surviving Company’s limited liability company agreement.
Certificate of Formation; Operating Agreement. The Certificate of Formation of the Surviving Company immediately after the Effective Time shall be the Certificate of Formation of the Company immediately prior to the Effective Time. The Limited Liability Company Agreement of the Surviving Company immediately after the Effective Time shall be the Limited Liability Company Agreement of the Transitory Subsidiary immediately prior to the Effective Time, except that the name of the limited liability company set forth therein shall be changed to the name of the Company.
Certificate of Formation; Operating Agreement. Managers 2 1.6 Effect on Capital Stock 2 1.7
Certificate of Formation; Operating Agreement. At the Effective Time, (a) the certificate of formation of ZFG as in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving LLC until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the LLC Agreement of ZFG as in effect immediately prior to the Effective Time shall be the LLC Agreement of the Surviving LLC until thereafter amended in accordance with the terms thereof, the certificate of formation of the Surviving LLC or as provided by applicable Law.
