Organizational Document Clause Samples

Organizational Document. (a) Unless otherwise determined by Surf Air prior to the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Southern Airways Corporation”. (b) Unless otherwise determined by Surf Air prior to the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation at the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

Organizational Document. (a) At the applicable Effective Time, (i) the SPAC Surviving Subsidiary shall adopt an amended and restated memorandum and articles of association substantially in the form of the memorandum and articles of association of the SPAC Merger Sub as in effect immediately prior to the SPAC Merger Effective Time, and (ii) the Company Surviving Subsidiary shall adopt an amended and restated memorandum and articles of association substantially in the form of the memorandum and articles of association of the Company Merger Sub as in effect immediately prior to the Company Merger Effective Time (the “Company Surviving Subsidiary M&A”). (b) At the SPAC Merger Effective Time, the memorandum and articles of association of Holdings, shall be amended and restated, in the form to be mutually agreed by SPAC and the Company, to among other things, provide that the name of Holdings shall be changed to be “ClimateRock” or such other similar name as complies with the Cayman Act and is selected by the Company in its sole discretion, and for the authorized share capital of Holdings to consist of a sufficient number of Holdings Ordinary Shares in order to effect and consummate the Transactions (as so amended and restated, the “Restated Holdings M&A”). Prior to the SPAC Merger Effective Time, SPAC, as the sole shareholder of Holdings, shall pass all resolutions necessary to give effect to such amendment and restatement and alteration to Holdings’ authorized share capital.

Organizational Document. The organization must adopt a constitution or at minimum prepare a brief document outlining its purpose(s) and planned activities, and describing how it will provide the financial support required to conduct its routine activities as envisioned. Recognition may be withdrawn from an officially recognized organization if it ceases to meet the specified criteria for a full one-year period. In such cases, funds in the internal account of such an organization shall be disposed of per district policy and guidelines. Sponsors of co-curricular organizations which have received permission to function will be issued a supplemental contract in the nominal amount of $1.00, covering the period preceding provisional recognition. Sponsors of such organizations which have been extended official recognition will be compensated as specified in the current OEA master agreement, commencing the semester in which it secures official recognition. In addition to the twenty-five non-class hours devoted to the supervision of activities, sponsor compensation assumes that approximately half that amount of time will also be spent on planning, paperwork, and other support work required by the organization. Sponsors of all extra-curricular activities, including clubs and similar organizations, will be evaluated annually by the building principal or other designated administrator utilizing prescribed forms and processes. 1. The sponsor has set clear goals for the organization or activity or has articulated and followed the objectives that were previously set. S U NA 2. The sponsor provides leadership that results in worthwhile outcomes for student members or participants. S U NA 3. The sponsor maintains satisfactory relationships with students, parents and colleagues. S U NA 4. The sponsor maintains appropriate communication with parents and building administration. S U NA 5. The sponsor completes necessary transportation arrangements in advance, and maintains control of students while traveling. S U NA 6. The sponsor assures that students are supervised appropriately at all times. S U NA 7. The sponsor completes and submits all required paperwork in a timely manner. S U NA 8. The sponsor assures that all fundraising procedures comply with district policies and procedures. S U NA

Organizational Document. Maintain and comply with its Organizational Document and not amend, restate, supplement or otherwise modify sections 2.4, 5.6, 5.7, 5.8, 8.7 and the definition of “Independent Manager” in its Organizational Document in any respect without the prior written consent of the Sellers, which consent shall not be unreasonably withheld by the Sellers.

Organizational Document. “Organizational Document” shall mean, with respect to any Person that is not a natural person, such Person’s charter, certificate or articles of incorporation or formation, bylaws, memorandum and articles of association, operating agreement, limited liability company agreement, partnership agreement, limited partnership agreement, limited liability partnership agreement or other constituent or organizational documents of such Person.

Organizational Document. At the Final Merger Effective Time, the certificate of formation and limited liability company agreement of Parent Holdco LLC immediately prior to the Final Merger Effective Time shall remain the certificate of formation and limited liability company agreement of Parent Holdco LLC, in each case until thereafter amended in accordance with applicable Law.

Organizational Document. Amend, restate, supplement or otherwise modify any of the terms of any Organizational Document in any manner that could reasonably be expected to adversely and materially affect the rights of the Lenders under this Agreement or any other Loan Document or their ability to enforce any provisions of this Agreement or any other Loan Document, or that could reasonably be expected to have a Material Adverse Effect.

Organizational Document. Attached hereto as Exhibit B is a complete and correct copy of the certificate of formation of the Company, and all amendments thereto, if any (the “Organizational Document”), as certified as of a recent date by the Secretary of State of the State of Delaware. The Organizational Document is in full force and effect on the date hereof and no action has been taken to repeal the Organizational Document or make any amendments or modifications thereto, other than those listed in Exhibit B hereto, if any.