Organizational Documents of the Surviving Company. At the Effective Time, (a) in the event of a Forward Merger, the limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Company until thereafter amended as provided therein or by applicable Law; or (b) in the event of a Reverse Merger, the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Senior Investment Group Inc.), Agreement and Plan of Merger (Ventas, Inc.), Agreement and Plan of Merger
Organizational Documents of the Surviving Company. At Unless otherwise determined by Buyer prior to the Effective Time, (a) in at the event Effective Time, by virtue of a Forward Mergerthe Merger and without any action on the part of Merger Sub or the Company, the limited liability company agreement of the Surviving Company shall be the limited liability company agreement of Merger Sub Sub, as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Company until thereafter duly amended as provided therein or by applicable Law; or (b) Laws, except that all references to Merger Sub in the event of a Reverse Merger, the certificate of incorporation and bylaws of the Company as in effect immediately prior such limited liability company agreement shall be changed to refer to the Effective Time shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended as provided therein or by applicable LawCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGP Ingredients Inc), Agreement and Plan of Merger (Seacor Holdings Inc /New/)
