Organizational Documents of Surviving Company. At the Effective Time, the Memorandum and Articles of Association of Intermediate, as in effect immediately prior to the Effective Time, shall become the Memorandum and Articles of Association of the Surviving Company.
Organizational Documents of Surviving Company. At the Effective Time, the articles of association of Foamix shall be amended and restated in their entity to read as set forth in Exhibit 1.4, and as so amended shall remain in effect from and after the Effective Time as the articles of association of the Surviving Company (the “Surviving Company Articles”) until thereafter amended as provided by applicable Law and such articles of association.
Organizational Documents of Surviving Company. At the Merger Effective Time, the Surviving Company shall adopt new memorandum and articles of association reflecting the terms of the governance term sheet attached as Exhibit C hereto and any other terms reasonably satisfactory to Purchaser, the Company and the Key Company Shareholders (the “Amended Pubco Charter”).
Organizational Documents of Surviving Company. (a) At the First Merger Effective Time, the memorandum and articles of association of the Surviving Company shall be amended and restated (the “Surviving Company Charter”), in substantially the form of the memorandum and articles of association of First Merger Sub, as in effect immediately prior to the First Merger Effective Time; provided, that at the First Merger Effective Time, references therein to the name of the Surviving Company shall be amended to be such name as reasonably determined by the Company.
(b) At the Second Merger Effective Time, (i) the memorandum and articles of association of the Surviving Entity shall be amended and restated (the “Surviving Entity Charter”), in substantially the form of the memorandum and articles of association of Second Merger Sub, as in effect immediately prior to the Second Merger Effective Time; provided, that at the Second Merger Effective Time, references therein to the name of the Surviving Entity shall be amended to be such name as reasonably determined by Purchaser, in addition, Purchaser confirms that, at or prior to Closing, the shareholders of Purchaser will have approved the amendment and restatement of the memorandum and articles of association referenced in the immediately preceding sentence; and (ii) the Pubco Charter, as in effect immediately prior to the Second Merger Effective Time, shall be amended and restated in its entirety to be in the form of the Amended Pubco Charter.
Organizational Documents of Surviving Company. As a result of the Merger the Composite Articles of Incorporation of Xxxxxxx Xxxxxxx (the “Xxxxxxx Xxxxxxx Articles”) and the Amended and Restated Bylaws of Xxxxxxx Xxxxxxx (the “Xxxxxxx Xxxxxxx Bylaws”), each as in effect immediately prior to the Effective Time, shall continue in effect as the articles of incorporation and bylaws of the Surviving Company until the same shall be amended and changed as provided by applicable law.
Organizational Documents of Surviving Company. At the Effective Time, the Surviving Company shall adopt new memorandum and articles of association (the “Surviving Company Charter”) which are substantially in the form of the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, as the memorandum and articles of association of the Surviving Company; provided, that at the Effective Time, (a) references therein to the name of the Surviving Company shall be amended to be such name as reasonably determined by the Company, and (b) references therein to the authorized share capital of the Surviving Company shall be amended to refer to the authorized share capital of the Surviving Company as approved in the Plan of Merger, if necessary.
Organizational Documents of Surviving Company. Subject to Section 6.2(b), by virtue of the Merger and pursuant to the Certificate of Merger, (a) the certificate of incorporation of the Surviving Company shall be amended and restated as of the Effective Time so as to contain the provisions, and only the provisions, contained in the exhibit attached to the Certificate of Merger, and (b) the bylaws of the Surviving Company shall be amended and restated to read as the bylaws of Merger Sub, except for any references to the name of Merger Sub shall be changed to refer to the Surviving Company.
Organizational Documents of Surviving Company. At the Merger Effective Time, the Surviving Company shall adopt new memorandum and articles of association to be agreed between Pubco, the Company and the Purchaser as soon as practicable after the date of this Agreement and in any event prior to Share Acquisition Closing (the “Amended Pubco Charter”).
Organizational Documents of Surviving Company. At the Effective Time, the certificate of formation of Bakkt Opco as of the date hereof shall become the certificate of formation of Surviving Company and the limited liability company agreement of Bakkt Opco shall be amended and restated in the form attached hereto as Exhibit A (the “Surviving Company LLC Agreement”), which shall become the limited liability company agreement of the Surviving Company, in each case until thereafter amended in accordance with the DLLCA and as provided in such certificate of formation or limited liability company agreement, as applicable.
Organizational Documents of Surviving Company. At the Effective Time, the amended and restated memorandum and articles of association of Malacca, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety in the form of the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, and, as so amended and restated, shall be the respective memorandum and articles of association of the Surviving Company, until thereafter amended in accordance with the terms thereof and the Cayman Islands Companies Act.
