Formation; Effective Date Sample Clauses

Formation; Effective Date. The Company was organized as a Delaware limited liability company on March 7, 2014 by the filing of a certificate of formation (the “Certificate”) with the Office of the Secretary of the State of Delaware under and pursuant to the Act. This Agreement shall be effective as of the date set forth in the preamble to this Agreement.
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Formation; Effective Date. The Company was organized as a Delaware limited liability company on March 11, 2015 by the filing of a certificate of formation (the “Certificate”) with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act. This Agreement shall be effective as of the date hereof. To the extent that the rights or obligations of any Member differ by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control. All of the actions of Xxxxxxxxx Xxxxx taken in her capacity as an authorized person of the Company are hereby ratified, approved and confirmed in all respects.
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Formation; Effective Date. The Company was organized as a Delaware limited liability company on November 26, 2003 by the filing of a certificate of formation (the “Certificate”) with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act (defined below). The name of the Company was changed from “System Semiconductor Holding LLC” to “MagnaChip Semiconductor LLC” on August 31, 2004 by the filing of a Certificate of Amendment to the Certificate with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act. This Agreement, which further amends and restates the Fourth Amended and Restated Limited Liability Company Operating Agreement of the Company dated as of November 9, 2009 (the “Prior Agreement”), which had amended and restated the Third Amended and Restated Limited Liability Company Operating Agreement of the Company dated as of October 6, 2004, which had amended and restated the First Amended and Restated Limited Liability Company Operating Agreement of the Company dated as of September 10, 2004, which had amended and restated the Operating Agreement of the Company dated as of June 8, 2004, is made and filed in accordance with Section 13.5 of the Prior Agreement by a Required Interest as of the date hereof (the “Effective Date”). The Prior Agreement was filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to a plan of reorganization (as amended from time to time, the “Chapter 11 Plan”) confirmed by an order of the Bankruptcy Court, dated August 25, 2009, in In re: MagnaChip Semiconductor Finance Company, et al., Case No.: 09-12008 (PJW) under Chapter 11 of Title 11 of the United States Code (the “Order”) and became effective November 9, 2009 (the “Chapter 11 Plan Effective Date”). Pursuant to the Order and as set forth in the Chapter 11 Plan, among other things, all equity securities of the Company issued and outstanding immediately prior to the Chapter 11 Plan Effective Date and the Effective Date (as defined in the Prior Agreement) of the Prior Agreement were discharged, terminated and cancelled. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control. As used herein, “Act” means the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and any successor statut...
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Formation; Effective Date. The Company was organized as a Delaware limited liability company on March 4, 1996 by the filing of a certificate of formation (the "Certificate") with the Office of the Secretary of the State of Delaware under and pursuant to the Act signed by Xxxxxx X. Xxxxxxx, III as an "authorized person" within the meaning of the Act, and this Agreement shall be effective as of the time of the filing of the Certificate. This Agreement amends and restates in its entirety the Limited Liability Company Agreement entered into on May 9, 1996 by and among SSI-Delaware and the original Members (the "Original Agreement"), as amended and restated by the Amended and Restated Limited Company Agreement dated May 13, 1998 (the "May Agreement").
Sample 1
Formation; Effective Date. The Company was organized as a Delaware limited liability company on November 26, 2003 by the filing of a certificate of formation (the “Certificate“) with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act (defined below). The Company represents that from the date of organization of the Company until the date hereof, the Company has conducted no business and incurred no liabilities other than in connection with the Transactions and the initial contributions described in Section 3.1(b). The name of the Company was changed from “System Semiconductor Holding LLC” to “MagnaChip Semiconductor LLC” on August 31, 2004 by the filing of a Certificate of Amendment to the Certificate with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act. This Agreement amends and restates the First Amended and Restated Limited Liability Company Operating Agreement of the Company dated as of September 10, 2004, which had amended and restated the Operating Agreement of the Company dated as of June 8, 2004, and shall be deemed effective as of the date hereof. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control. As used herein, (a) “Act“ means the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et.seq.), and any successor statute, as amended from time to time; (b) “Business Transfer Agreement“ means the Business Transfer Agreement, dated as of June 12, 2004, by and between Hynix Semiconductor Inc., a company organized under the laws of the Republic of Korea (“Hynix “), and MagnaChip Semiconductor, Ltd. (“MagnaChip Korea“), a company organized under the laws of the Republic of Korea and an indirect subsidiary of the Company; and (c) “Transactions“ means the transactions contemplated by the Business Transfer Agreement.
Sample 1
Formation; Effective Date. The Company was organized as a Delaware limited liability company on December 13, 2006 by the filing of a certificate of formation, subsequently amended on April 11, 2007 to effect the change of the Company’s name ‘from “MDI Holdings, LLC” to “MacDermid Holdings, LLC” (the “Certificate”) with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act The Company represents that from the date of organization of the Company until the date hereof, the Company has conducted no business and incurred no liabilities other than in connection with the Transactions and the initial contributions described in Section 3.1(b). This Agreement amends and restates the Limited Liability Company Operating Agreement of the Company dated as of December 15, 2006, and shall be deemed effective as of the date hereof To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control.
Sample 1
Formation; Effective Date. The Company was formed as a Delaware limited liability company on July 5, 2017 by the filing of a certificate of formation (the “Certificate”) with the Office of the Secretary of State of the State of Delaware under and pursuant to the Act. This Agreement shall be effective as of the date hereof and shall amend and restate the Prior Agreement in its entirety. To the extent that the rights or obligations of any Member differ by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control. All of the actions of Cxxxxxx Xxxxxx taken in her capacity as an authorized person of the Company are hereby ratified, approved and confirmed in all respects.
Sample 1
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Related to Formation; Effective Date

  • Revocation/Effective Date This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by ______________, the Company’s ______________ Officer, 0000 Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 by 5:00 p.m. Central Time on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective Date”). The Severance Package shall become due and payable in accordance with Section 2 above after the Effective Date.

  • The Effective Date The Merger shall become effective on the date and at the time (the “Effective Date”) that:

  • Effect; Effective Date Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

  • Termination Effectiveness This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

  • Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Restatement Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Agreement Effective Date This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”):

  • Notice; Effective Date of Termination (a) Termination of Executive’s employment pursuant to this Agreement shall be effective on the earliest of:

  • Effective Date and Effective Time The closing of the --------------------------------- transactions contemplated hereby ("Closing") shall take place at the offices of Xxxxxxx, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxxxx Xxx. X.X., Xxxxxxxxxx, X.X. 00000, unless another place is agreed to by RCFC and Bayonne, on a date ("Closing Date") that is no later than 14 days following the date on which the expiration of the last applicable waiting period in connection with notices to and approvals of governmental authorities shall occur and all conditions to the consummation of this Agreement are satisfied or waived, or on such other date as may be agreed to by the parties. Prior to the Closing Date, RCFC and Bayonne shall execute a Certificate of Merger in accordance with all appropriate legal requirements, which shall be filed as required by law on the Closing Date, and the Merger provided for therein shall become effective upon such filing or on such date as may be specified in such Certificate of Merger. The date of such filing or such later effective date as specified in the Certificate of Merger is herein referred to as the "Effective Date." The "Effective Time" of the Merger shall be as set forth in the Certificate of Merger.

  • Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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