Organizational Documents of the Surviving Subsidiary Sample Clauses

Organizational Documents of the Surviving Subsidiary. At the Initial Merger Effective Time, the memorandum and articles of association of Merger Sub 1, as in effect immediately prior to the Initial Merger Effective Time in the form attached hereto as Exhibit D (the “Articles of the Surviving Subsidiary”), shall continue to be the memorandum and articles of association of the Surviving Subsidiary, until thereafter amended in accordance with the terms thereof and the Cayman Companies Act.
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Organizational Documents of the Surviving Subsidiary. At the Second Merger Effective Time, the amended and restated memorandum and articles of association of Acquiror, as in effect immediately prior to the Second Merger Effective Time, shall be amended and restated and replaced in its entirety with the form of the second amended and restated memorandum and articles of association of Acquiror attached hereto as Exhibit D (the “Articles of the Surviving Subsidiary”) and, as so amended and restated, shall be the memorandum and articles of association of the Surviving Subsidiary, until thereafter amended in accordance with the terms thereof and the Cayman Companies Act.
Sample 1
Organizational Documents of the Surviving Subsidiary. At the First Effective Time, the memorandum and articles of association of SPAC, as in effect immediately prior to the First Effective Time, shall be the memorandum and articles of association of the First Surviving Subsidiary with such changes as are necessary to reflect the name of the First Surviving Subsidiary as determined by the Parties. At the Second Effective Time, the memorandum and articles of association of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be the memorandum and articles of association of the Second Surviving Subsidiary with such changes as are necessary to reflect the name of the Second Surviving Subsidiary as determined by the Parties (the “Surviving Subsidiary Charter”), and shall be the memorandum and articles of association of the Second Surviving Subsidiary until thereafter amended in accordance with the terms thereof and the Cayman Act.
Sample 1

Related to Organizational Documents of the Surviving Subsidiary

  • 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.

  • 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.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

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