Governing Documents of the Surviving Company Sample Clauses

Governing Documents of the Surviving Company. At the Effective Time, the certificate of formation and limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time and attached hereto as Exhibit A and Exhibit B, respectively, shall be the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of formation and limited liability company agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Governing Documents of the Surviving Company. At the Effective Time, (a) 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 Company until thereafter amended in accordance with the terms thereof or as provided by Applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Company until thereafter amended in accordance with the terms thereof, the Certificate of Incorporation of the Surviving Company or as provided by Applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Surviving Company.
Sample 1
Governing Documents of the Surviving Company. At the Merger Effective Time, the certificate of incorporation and bylaws of SPAC, each as in effect immediately prior to the Merger Effective Time, shall be amended and restated to read in their entirety in the form of the certificate of incorporation and bylaws of Merger Sub, in each case as in effect immediately prior to the Merger Effective Time, respectively (except that the name of the corporation shall be changed to a name as the Company may determine) and, as so amended and restated, shall be the certificate of incorporation and bylaws of the Surviving Company until the same may be thereafter further amended and/or restated in accordance with their terms and the DGCL.
Sample 1
Governing Documents of the Surviving Company. 21 Section 2.03. Directors and Officers of the Surviving Company 21 Section 2.04. Conversion of Shares 22 Section 2.05. Dissenters’ Rights 23 Section 2.06. Surrender and Payment 23 Section 2.07. Company Stock Options 26
Sample 1
Governing Documents of the Surviving Company. At the Effective Time, by virtue of the Merger, the Governing Documents of Merger Sub in effect immediately prior to the Effective Time shall be the Governing Documents of the Surviving Company until amended in accordance with Applicable Law.
Sample 1
Governing Documents of the Surviving Company. (a) At the Effective Time, the certificate of formation of the Company shall become the certificate of formation of the Surviving Company until thereafter amended in accordance with the applicable provisions of the MILLCA and such certificate of formation; provided that any such amendment shall be subject to the provisions of Section 8.1. (b) The parties hereto agree that at the Effective Time (i) each Selling Member shall be deemed to have withdrawn from the Company and shall no longer be a member thereof, and (ii) the Company LLC Agreement shall be amended and restated in its entirety in the form of the limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time (except that (x) in any event such amended and restated limited liability company agreement of the Company must comply with Section 8.1 and (y) all references to the name of Merger Sub shall be changed to refer to the name of the Company) until thereafter amended in accordance with the applicable provisions of the MILLCA and such amended and restated limited liability company agreement of the Company; provided that any such amendment shall be subject to the provisions of Section 8.1.
Sample 1
Governing Documents of the Surviving Company. At the Merger Effective Time, the memorandum and articles of association of Merger Sub as in effect immediately prior to the Merger Effective Time, as previously adopted in form mutually agreed by Rxxxx and the Target Companies, acting reasonably and in good faith, shall be the memorandum and articles of association of the Surviving Company until thereafter amended in accordance with its terms or applicable Law.
Sample 1
AutoNDA by SimpleDocs
Governing Documents of the Surviving Company. 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 Company until thereafter amended in accordance with the provisions thereof and as provided by applicable law. (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 Company until thereafter amended as provided by applicable law and such limited liability company agreement.
Sample 1

Related to Governing Documents of the Surviving Company

  • 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.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • 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.

  • 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.

  • 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.

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!