Organizational Documents; Managers and Officers Sample Clauses

Organizational Documents; Managers and Officers. 3 1.5 Conversion of Spinco Units in the Merger ..................................................................4 1.6 The Spinco Unit Issuance; The Distribution ...............................................................6 1.7 Exchange of Spinco Units ..............................................................................................6 1.8
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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
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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.
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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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Related to Organizational Documents; Managers and Officers

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • 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.

  • Amendment to Organizational Documents The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Borrower under its certificate of incorporation, bylaws or other organizational documents.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or 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.

  • Organizational Documents of the Surviving Entity At the Effective Time, (a) 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 (b) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

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