Organizational Documents of the Surviving Companies Sample Clauses

Organizational Documents of the Surviving Companies. (a) At the First Merger Effective Time, by virtue of the First Merger and without further act or deed, unless otherwise agreed by Parent and the Company prior to the First Merger Effective Time, (i) the certificate of formation of the Company shall be the certificate of formation of the First Merger Surviving Company and (ii) the limited liability company agreement of Merger Sub I shall be the limited liability company agreement of the First Merger Surviving Company, in each case, subject to Section 4.5, until thereafter amended in accordance with the terms thereof and applicable Law.
Sample 1
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Organizational Documents of the Surviving Companies. (a) At the Merger 1 Effective Time, (i) the certificate of incorporation of Acquiror as in effect immediately prior to the Merger 1 Effective Time shall be amended and restated to read in its entirety as set forth in Exhibit A to the SPAC Certificate of Merger attached hereto and, as so amended and restated, shall be the certificate of incorporation of Acquiror from and after the Merger 1 Effective Time until thereafter amended in accordance with its terms and as provided by the DGCL, and (ii) the bylaws of Acquiror as in effect immediately prior to the Merger 1 Effective Time shall be amended and restated to be identical to the bylaws of MS 1 in effect immediately prior to the Merger 1 Effective Time, except that references to the name of MS 1 shall be replaced with references to the name of Acquiror, and, as so amended and restated, shall be the bylaws of Acquiror from and after the Merger 1 Effective Time until thereafter amended as provided therein or by the DGCL.
Sample 1
Organizational Documents of the Surviving Companies. (a) At the Effective Time and without any further action on the part of each of the Acquired Companies or any other Person (other than the authorization of any necessary filings with the Secretary of State of the State of Delaware), the certificate of formation of (i) Katonah as of immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company 1, (ii) Trimaran as of immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company 2 and (iii) Trimaran Management as of immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company 3. Such amended and restated certificates of formation shall continue in full force and effect until further amended in accordance with the provisions thereof and the Delaware Law.
Sample 1
Organizational Documents of the Surviving Companies. (i) At the Vistas Merger Effective Time, the Vistas Governing Documents, as in effect immediately prior to the Vistas Merger Effective Time, shall cease and the Governing Documents of Vistas Merger Sub, as in effect immediately prior to the Vistas Merger Effective Time, shall become the Governing Documents of the Vistas Merger Surviving Company.
Sample 1
Organizational Documents of the Surviving Companies. 2.1 The Certificate of Incorporation and Certificate of Formation 3
Sample 1
Organizational Documents of the Surviving Companies 
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Related to Organizational Documents of the Surviving Companies

  • 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.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • 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.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • 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.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Amendments of Organizational Documents Amend any of its Organization Documents in any manner that could be materially adverse to the Administrative Agent or the Lenders or which could result in a Material Adverse Effect.

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