Governing Documents of the Surviving Entity Sample Clauses

Governing Documents of the Surviving Entity. The Articles of Incorporation, Bylaws and other governing documents (the “Governing Documents”), as in effect immediately prior to the Effective Time, shall remain the Governing Documents of the Surviving Entity and shall continue in effect until thereafter changed or amended in accordance with the provisions thereof and applicable law.
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Governing Documents of the Surviving Entity. (a) At the Effective ------------------------------------------- Time, the certificate of incorporation of the Corporation as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit A hereto. The certificate of --------- incorporation, as so amended and restated, shall be the certificate of incorporation of the Surviving Entity from and after the Effective Time until amended in accordance with its terms and the DGCL. (b) The bylaws of the Corporation as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity from and after the Effective Time until amended in accordance with their terms and the DGCL.
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Governing Documents of the Surviving Entity. At the Effective Time, (i) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Law, and (ii) the Partnership Agreement shall be amended and restated in its entirety as set forth in the Tenth Amended and Restated Agreement of Limited Partnership of the Partnership, in the form attached hereto as Exhibit F (the “Amended and Restated Partnership Agreement”) and the Amended and Restated Partnership Agreement shall be the limited partnership agreement of the Partnership from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.
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Governing Documents of the Surviving Entity. (i) Immediately following the Merger Effective Time, the certificate of limited partnership of EQGP as in effect immediately prior to the Merger Effective Time shall be amended as set forth in the Certificate of Amendment of Certificate of Limited Partnership of EQGP, in substantially the form attached hereto as Exhibit I (the “Third Amended EQGP Certificate of Limited Partnership”), which shall be executed by Transaction Sub GP and which the Parties shall cause to be filed with the Secretary of State of the State of Delaware on the Closing Date, reflecting the admission of Transaction Sub GP as the replacement general partner of EQGP. The Third Amended EQGP Certificate of Limited Partnership shall be executed and filed in accordance with the relevant provisions of the DRULPA and shall be effective at the date and time it is filed with the Secretary of State of the State of Delaware or as specified therein, which such date and time shall in either case be immediately following the Merger Effective Time (the effective time of the Third Amended EQGP Certificate of Limited Partnership, the “Transaction Sub GP Admission Effective Time”). (ii) At the Transaction Sub GP Admission Effective Time, the EQGP Partnership Agreement as in effect immediately prior to the Merger Effective Time shall be amended and restated in its entirety as set forth in the Third Amended and Restated Agreement of Limited Partnership of EQGP, in substantially the form attached hereto as Exhibit J (the “Third Amended and Restated EQGP Partnership Agreement”) and the Third Amended and Restated EQGP Partnership Agreement shall be the limited partnership agreement of the Surviving Entity from and after the Transaction Sub GP Admission Effective Time, until duly amended in accordance with the terms thereof and applicable Law.
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Governing Documents of the Surviving Entity. The Governing Documents as of immediately prior to the Effective Time shall be the governing documents of the Surviving Entity from and after the Effective Time until amended in accordance with their terms and applicable law.
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Governing Documents of the Surviving Entity. The Certificate of Incorporation and the limited liability company agreement of Merger Sub (the “Governing Documents”), as in effect immediately prior to the Effective Time, shall remain the Governing Documents of the Surviving Entity and shall continue in effect until thereafter changed or amended in accordance with the provisions thereof and applicable law.
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Related to Governing Documents of the Surviving Entity

  • 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.

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

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