Organizational Documents of Surviving Entities. (a) The certificate of incorporation and bylaws of the Company as in effect immediately prior to the First Company Merger Effective Time shall be the certificate of incorporation and bylaws, respectively, of the Company Surviving Corporation immediately following the First Company Merger Effective Time until the Second Company Merger Effective Time.
(b) The limited liability company agreement of Merger Subsidiary Two as in effect immediately prior to the Second Company Merger Effective Time shall be the limited liability company agreement of the Second Merger Subsidiary Surviving Entity immediately following the Second Company Merger Effective Time until thereafter amended in accordance with Applicable Law.
(c) The limited liability company agreement of Merger Subsidiary Three as in effect immediately prior to the Parent Merger Effective Time shall be the limited liability company agreement of the Parent Surviving Entity immediately following the Parent Merger Effective Time until thereafter amended in accordance with Applicable Law.
(d) Immediately after the Parent Merger Effective Time, the certificate of incorporation of New Charter shall be amended to change the name of New Charter to “Charter Communications, Inc.”
Organizational Documents of Surviving Entities. (a) At the CLMT Merger Effective Time (i) the certificate of limited partnership of CLMT as in effect immediately prior to the CLMT Merger Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving CLMT from and after the CLMT Merger Effective Time, until duly amended in accordance with Applicable Laws and (ii) the CLMT Partnership Agreement as in effect immediately prior to the CLMT Merger Effective Time shall remain unchanged and shall be the partnership agreement of the Surviving CLMT, from and after the CLMT Merger Effective Time until duly amended in accordance with the terms thereof and Applicable Laws, in each case, consistent with the obligations set forth in Section 6.08 of the Restructuring Agreement. The name of the Surviving CLMT shall be “Calumet Specialty Products Partners, L.P.”
(b) At the GP Merger Effective Time, (i) the certificate of formation of the General Partner as in effect immediately prior to the GP Merger Effective Time shall remain unchanged and shall be the certificate of formation of the Surviving GP from and after the GP Merger Effective Time, until duly amended in accordance with Applicable Laws and (ii) the GP LLC Agreement as in effect immediately prior to the GP Merger Effective Time shall remain unchanged and shall be the limited liability company agreement of the Surviving GP, from and after the GP Merger Effective Time until duly amended in accordance with the terms thereof and Applicable Laws, in each case, consistent with the obligations set forth in Section 6.08 of the Restructuring Agreement. The name of the Surviving GP shall be “Calumet GP, LLC.”
Organizational Documents of Surviving Entities. Section 2.1 Certificate of Incorporation of the Pride Merger Surviving Entity. As of the Pride Merger Effective Time, the certificate of incorporation of the Company set forth in Exhibit 2.1 hereto shall be the certificate of incorporation of the Pride Merger Surviving Entity until duly amended in accordance with applicable law; provided, however, that at the Pride Merger Effective Time, the certificate of incorporation of the Pride Merger Surviving Entity shall be amended to provide that the name of the Pride Merger Surviving Entity from and after the Pride Merger Effective Time shall be "Pride International, Inc."
Section 2.2 Bylaws of the Pride Merger Surviving Entity. As of the Pride Merger Effective Time, the bylaws of the Company set forth in Exhibit 2.2 hereto shall be the bylaws of the Pride Merger Surviving Entity until duly amended in accordance with applicable law.
Organizational Documents of Surviving Entities. (a) At the IX Blocker Merger Effective Time, by virtue of the IX Blocker Merger and without any action on the part of IX Blocker Merger Sub or IX Blocker or prejudice to the other terms and conditions of this Agreement (including Section 6.07), (i) the certificate of incorporation of Surviving IX Blocker will be amended to be in the form of the certificate of incorporation of IX Blocker Merger Sub but with the name of IX Blocker (the “Surviving IX Blocker Charter”) and (ii) the bylaws of Surviving IX Blocker will be amended to be in the form of the bylaws of IX Blocker Merger Sub but with the name of IX Blocker (the “Surviving IX Blocker Bylaws”), in each case, as in effect immediately prior to the IX Blocker Merger Effective Time.
(b) At the Principals Blocker Merger Effective Time, by virtue of the Principals Blocker Merger and without any action on the part of Principals Blocker Merger Sub or Principals Blocker or prejudice to the other terms and conditions of this Agreement (including Section 6.07), (i) the certificate of incorporation of Surviving Principals Blocker will be amended to be in the form of the certificate of incorporation of Principals Blocker Merger Sub but with the name of Principals Blocker and (ii) the bylaws of Surviving Principals Blocker will be amended to be in the form of the bylaws of Principals Blocker Merger Sub but with the name of Principals Blocker, in each case, as in effect immediately prior to the Principals Blocker Merger Effective Time.
(c) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of Company Merger Sub or the Company or prejudice to the other terms and conditions of this Agreement (including Section 6.07), (i) the limited liability company agreement of Surviving Company will be amended to be in the form of the limited liability company agreement of Company Merger Sub but with the name of the Company (the “Surviving Company LLCA”); provided that such Surviving Company LLCA shall maintain the same economics and ownership of the Units that were previously owned by the Blockers as was maintained by the limited liability company agreement of the Company immediately before the Company Merger Effective Time, and (ii) the certificate of formation of Surviving Company will be the certificate of formation of the Company, in each case, as in effect immediately prior to the Company Merger Effective Time.
