Organizational Documents of the Surviving Entities. (a) At the Merger Effective Time, the CCI Charter shall be the charter of CCI until thereafter amended in accordance with applicable Law and the applicable provisions of the CCI Charter.
Organizational Documents of the Surviving Entities. (a) At the Effective Time, the Organizational Documents of the General Partner, as in effect immediately prior to the Effective Time, shall remain unchanged and shall be the Organizational Documents of the GP Surviving Entity from and after the Effective Time until thereafter amended in accordance with the provisions thereof and Law, in each case consistent with the obligations set forth in Section 5.10; provided that the GP Certificate of Merger shall amend the General Partner’s certificate of formation to provide that the name of the GP Surviving Entity shall be “OMP GP LLC” and the General Partner’s limited liability company agreement shall be amended automatically at the Effective Time to reflect such name change.
Organizational Documents of the Surviving Entities. The articles of incorporation of Purchasers before the Merger of each Partnership shall be and remain the articles of incorporation of Purchasers after the Effective Time, until the same shall thereafter be altered, amended, or repealed in accordance with law and Purchasers' articles of incorporation. The bylaws of Purchasers as in effect at the Effective Time shall be and remain the bylaws of Purchasers as the Surviving Entities, until the same shall thereafter be altered, amended, or repealed in accordance with law, Purchasers' articles of incorporation or such bylaws.
Organizational Documents of the Surviving Entities. (a) At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time (the “Certificate of Limited Partnership”), shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided below. At the Partnership Merger Effective Time, the Partnership Agreement as in effect immediately prior to the Partnership Merger Effective Time shall be amended as determined by Parent prior to the Partnership Merger Effective Time (the “Amended Partnership Agreement”), which Amended Partnership Agreement shall be the limited partnership agreement of the Surviving Partnership until thereafter amended as provided therein or by applicable Law.
Organizational Documents of the Surviving Entities. (a) At the Company Merger Effective Time, (a) the certificate of incorporation of the Company, as in effect immediately prior to the Company Merger Effective Time, shall be amended as a result of the Company Merger so as to read in its entirety as set forth in Exhibit B and shall be the certificate of incorporation of the Surviving Company and (b) the bylaws of Company Merger Sub, as in effect immediately prior to the Company Merger Effective Time, shall be adopted as the bylaws of the Surviving Company (except that all references to Company Merger Sub shall be automatically amended and shall become references to the Surviving Company), in each case, until thereafter amended as provided therein or by applicable Law (and, in each case, subject to Section 7.04).
Organizational Documents of the Surviving Entities. (a) At the Effective Time, the certificate of formation of the General Partner, as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of formation of the GP Surviving Entity from and after the Effective Time until thereafter amended in accordance with the provisions thereof and applicable Law, in each case consistent with the obligations set forth in Section 5.11.
Organizational Documents of the Surviving Entities. (a) At the REIT Merger Effective Time, the GCEAR Charter shall remain in effect as the charter of GCEAR until thereafter amended in accordance with applicable Law and the applicable provisions of the GCEAR Charter.
Organizational Documents of the Surviving Entities. (a) At the REIT Merger Effective Time, the GCEAR Charter shall remain in effect as the charter of GCEAR until thereafter amended in accordance with applicable Law and the applicable provisions of the GCEAR Charter. (b) At the REIT Merger Effective Time and by virtue of the REIT Merger, (i) the articles of organization of Merger Sub as in effect immediately prior to the REIT Merger Effective Time shall be the articles of organization of the REIT Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of such articles of organization, and (ii) the operating agreement of Merger Sub as in effect immediately prior to the REIT Merger Effective Time shall be the operating agreement of the REIT Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of the REIT Surviving Entity’s articles of organization and operating agreement. (c) At the Partnership Merger Effective Time and by virtue of the Partnership Merger, (i) the certificate of limited partnership of the CCIT II Operating Partnership as in effect immediately prior to the Partnership Merger Effective Time shall be the certificate of limited partnership of the Partnership Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of limited partnership, and (ii) the CCIT II Partnership Agreement as in effect immediately prior to the Partnership Merger Effective Time shall be the limited partnership agreement of the Partnership Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of the Partnership Surviving Entity’s certificate of limited partnership and limited partnership agreement. (d) At the LP Merger Effective Time and by virtue of the LP Merger, (i) the certificate of formation of LP Merger Sub as in effect immediately prior to the LP Merger Effective Time shall be the certificate of formation of the LP Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of limited partnership, and (ii) the operating agreement of LP Merger Sub as in effect immediately prior to the LP Merger Effective Time shall be the operating agreement of the LP Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of the LP Surviving Entity’s certificate of formation and operating agreem...
Organizational Documents of the Surviving Entities. 21 Section 2.5 Manager of the Surviving Company and Surviving Operations Entity, and General Partner and Limited Partners of the Surviving Partnership. 22 Section 2.6 Officers of the Surviving Operations Entity and Surviving Company. 23 Section 2.7 Tax Treatment of Mergers. 23 Section 2.8 Subsequent Actions. 24 Article III EFFECTS OF THE MERGERS 24 Section 3.1 Effects of the Company Merger. 24 Section 3.2 Effects of the Partnership Merger. 25 Section 3.3 Effect of the Operations Merger. 27 Section 3.4 Payment Procedures. 28 Section 3.5 Company Compensatory Awards. 30 Section 3.6 Withholding Rights. 32 Section 3.7 Dissenters Rights. 32 Section 3.8 General Effects of the Mergers. 32
Organizational Documents of the Surviving Entities. (a) At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time (the “Certificate of Limited Partnership”), shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided below. At the Partnership Merger Effective Time, the Partnership Agreement as in effect immediately prior to the Partnership Merger Effective Time shall be amended as determined by Parent prior to the Partnership Merger Effective Time (the “Amended Partnership Agreement”), which Amended Partnership Agreement shall be the limited partnership agreement of the Surviving Partnership until thereafter amended as provided therein or by applicable Law. On the Closing Date, following the Company Merger Effective Time, the Surviving Company shall file a certificate of amendment to the Certificate of Limited Partnership with the DE SOS to reflect the Surviving Company’s admission to the Surviving Partnership as the new sole general partner of the Surviving Partnership. From and after the Company Merger Effective Time, the Certificate of Limited Partnership, as so amended, shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by applicable Law. Promptly following the Company Merger Effective Time, the Surviving Company shall execute and deliver to the Surviving Partnership such documents or instruments as may be required to effect its admission as the successor sole general partner of the Surviving Partnership and as a limited partner of the Surviving Partnership, and it shall be admitted to the Surviving Partnership as the successor sole general partner and a limited partner of the Surviving Partnership at the Company Merger Effective Time and shall carry on the business of the Surviving Partnership without dissolution as provided in the Amended Partnership Agreement.
