Organizational Instruments Clause Samples
The Organizational Instruments clause defines the foundational documents that establish and govern the structure and operation of an entity, such as articles of incorporation, bylaws, or partnership agreements. This clause typically specifies which documents are considered authoritative for the organization’s internal affairs and may outline procedures for amending these documents or resolving conflicts between them. Its core practical function is to ensure clarity and consistency in the governance of the entity by identifying the key documents that dictate how the organization is managed and operated.
Organizational Instruments. The Certificate of Formation of Sub in effect immediately prior to the Effective Time shall be the Certificate of Formation of the Surviving Entity from and after the Effective Time until thereafter duly amended or restated in accordance with applicable law. The Operating Agreement of Sub in effect immediately prior to the Effective Time shall be the Operating Agreement of the Surviving Entity from and after the Effective Time until thereafter duly amended or restated in accordance with the Certificate of Formation of the Surviving Entity and applicable law.
Organizational Instruments. CSLC heretofore has furnished to the Company complete and correct copies of the respective organizational and constituent instruments and documents of CSLC, Sub, and each other Subsidiary of CSLC, in each case as amended or restated to the date hereof. None of CSLC, Sub, or any other Subsidiary of CSLC is in violation of any provisions of its respective organizational and constituent instruments and documents.
Organizational Instruments. 3 SECTION 1.5 Member............................................................................3 ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK AND MEMBERSHIP INTERESTS OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES SECTION 2.1 Effect on Capital Stock and Membership Interests..................................3 SECTION 2.2 Letters of Transmittal............................................................4 SECTION 2.3 Exchange Procedures...............................................................4
Organizational Instruments. Parent heretofore has furnished to the Company complete and correct copies of the respective organizational and constituent instruments and documents of Parent and Merger Subsidiary, in each case as amended or restated to the date hereof. Neither Parent nor Merger Subsidiary is in violation of any material provisions of its respective organizational and constituent instruments and documents.
Organizational Instruments. The articles of organization of Buyer Sub in effect immediately prior to the Effective Time shall be, from and after the Effective Time, the articles of organization of the Surviving LLC until thereafter changed or amended as provided therein or by the ILLCA. The limited liability company agreement of Buyer Sub in effect immediately prior to the Effective Time shall be, from and after the Effective Time, the limited liability company agreement of the Surviving LLC until thereafter changed or amended as provided therein or by the ILLCA.
Organizational Instruments. Seller has made available to Purchaser complete and accurate copies of the Certificate of Incorporation and Bylaws of Company, as amended. Company is not in violation of any provision of its Certificate of Incorporation or Bylaws. Except for this Agreement, there are no agreements or commitments which obligate or require Seller or Company to amend or authorize an amendment of the Certificate of Incorporation or Bylaws of the Company. Seller has made available or caused to be made available to Purchaser complete and accurate copies of the minute books and stock books of the Company. Such minute books contain complete and accurate copies of all records of all meetings and consents in lieu of meetings of the Board of Directors and Seller of the Company.
Organizational Instruments. 3 SECTION 1.5 Directors.................................................3 SECTION 1.6 Officers..................................................3
Organizational Instruments. The charter of the Company, as amended, shall be the "Articles of Incorporation" of the Surviving Corporation from and after the Effective Time until thereafter duly amended or restated in accordance with the MGCL. The Amended and Restated Bylaws of the Company shall be the "Bylaws" of the Surviving Corporation from and after the Effective Time until thereafter duly amended or restated in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation and the MGCL.
Organizational Instruments. 3 SECTION 1.5 Member......................................................3 ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK AND MEMBERSHIP INTERESTS OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
Organizational Instruments. Each Contributor heretofore has furnished to the Company complete and correct copies of the respective organizational and constituent instruments and documents of such Contributor and its Contributed Partnership, if applicable, in each case as amended or restated to the date hereof. No Contributor or Contributed Partnership is in violation of any provisions of its respective organizational and constituent instruments and documents.