Organizational Documents; Managers and Officers Sample Clauses

Organizational Documents; Managers and Officers. (a) The certificate of incorporation of the Surviving Corporation shall, by virtue of the Merger and without any action on the part of the Parties or any other Person, be amended so as to read in its entirety in the form set forth as Exhibit B hereto until thereafter amended in accordance with such certificate of incorporation and applicable Law. (b) The bylaws of Buyer Sub as in effect immediately prior to the Merger Effective Time shall, by virtue of the Merger and without any action on the part of the Parties or any shareholder of Remainco or any stockholder of Merger Partner, be the bylaws of the Surviving Corporation until thereafter amended in accordance with such bylaws and applicable Law. (c) The directors of the Surviving Corporation immediately after the Merger Effective Time shall be the same as the directors of Buyer Sub as of immediately prior to the Merger Effective Time. (d) Except as otherwise determined by Buyer in its sole discretion, the officers of the Surviving Corporation immediately after the Merger Effective Time shall be the same as the officers of Merger Partner as of immediately prior to the Merger Effective Time.
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Organizational Documents; Managers and Officers. 3 1.5 Conversion of Spinco Units in the Merger ...............................................................
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Organizational Documents; Managers and Officers. (a) The certificate of formation of Spinco as in effect immediately prior to the Merger Effective Time shall, by virtue of the Merger and without any action on the part of the Parties or the holders of Spinco Units or Merger Partner Common Stock, be the certificate of formation of the Interim Surviving Company until thereafter amended in accordance with such (b) The operating agreement of Spinco as in effect immediately prior to the Merger Effective Time shall, by virtue of the Merger and without any action on the part of the Parties or the holders of Spinco Units or Merger Partner Common Stock, be the operating agreement of the Interim Surviving Company until thereafter amended in accordance with such operating agreement and applicable Law. The bylaws of Gaming Holdco as in effect immediately prior to the Second Step Merger Effective Time shall, by virtue of the Second Step Merger and without any action on the part of the Parties or the holders of Spinco Units or Merger Partner Common Stock, be the bylaws of the Surviving Corporation until thereafter amended in accordance with such certificate of formation and applicable Law. (c) The Interim Surviving Company immediately after the Merger Effective Time shall be managed by its sole member, Merger Partner. The directors and officers of the Surviving Corporation immediately after the Second Step Merger Effective Time shall be the same as the directors and officers of Xxxxxx Xxxxxx as of immediately prior to the Second Step Merger Effective Time unless otherwise agreed by the Parties prior to the Closing.
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Organizational Documents; Managers and Officers. 4 1.5 Conversion of Merger Partner Common Stock ...............................................................4 1.6 Treatment of Merger Partner Equity Awards ..................................................................5 1.7
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Organizational Documents; Managers and Officers. At the Effective Time, the limited liability company agreement of the Company shall be amended in its entirety such that the Surviving Company’s limited liability company agreement shall be substantially identical (except with respect to the name of the Company) to the limited liability company agreement of Merger Sub immediately prior to the Effective Time until thereafter changed or amended as provided therein or permitted or required by applicable Law; provided, however, notwithstanding the foregoing, the Surviving Company’s limited liability company agreement shall include provisions that provide for the indemnification of its current and former managers and officers to the fullest extent permitted under applicable Law and in accordance with Section 5.8(a). At the Effective Time, the certificate of formation of the Company shall be the same as the certificate of formation of the Company as in effect as of immediately prior to the Effective Time until thereafter changed or amended as provided therein or pursuant to applicable Law. The managers of Merger Sub immediately prior to the Effective Time will become, from and after the Effective Time, the managers of the Surviving Company, until their respective successors are duly elected or appointed or their earlier resignation or removal. The officers of the Company immediately prior to the Effective Time will become, from and after the Effective Time, the officers of the Surviving Company, until their respective successors are duly elected or appointed or their earlier resignation or removal.
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Organizational Documents; Managers and Officers. (a) At the Effective Time, Merger Sub’s articles of organization immediately prior to the Effective Time shall be the articles of organization of the Surviving Company, until thereafter amended in accordance with the Florida Act. At the Effective Time, Merger Sub’s Operating Agreement in effect immediately prior to the Effective Time (the “Surviving Company Agreement”), shall be the Operating Agreement (within the meaning of the Florida Act) of the Surviving Company, until thereafter amended in accordance with the Florida Act and as provided in the Surviving Company Agreement. (b) At the Effective Time, the manager of the Merger Sub shall be Parent, until its successors are duly elected or appointed and qualified in accordance with the Surviving Company Agreement.
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Related to Organizational Documents; Managers and Officers

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Delivery of Organizational Documents On or before the Closing Date, Borrower shall deliver or cause to be delivered to Lender copies certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business, as Lender may request in its sole discretion, including, without limitation, good standing certificates, qualifications to do business in the appropriate jurisdictions, resolutions authorizing the entering into of the Loan and incumbency certificates as may be requested by Lender.

  • Fiscal Year; Organizational Documents No Credit Party will, nor will it permit its Subsidiaries to, (a) change its fiscal year or (b) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its articles or certificate of incorporation or its bylaws.

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