Second Merger Surviving Entity Clause Samples

Second Merger Surviving Entity. (i) The certificate of formation of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the certificate of formation of the Second Merger Surviving Entity at the Second Merger Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of formation; provided, however, that at the Second Merger Effective Time, the certificate of formation of the Second Merger Surviving Entity shall be amended to change the name of the Second Merger Surviving Entity to “SecurityAdvisor Technologies LLC”. (ii) The limited liability company agreement of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the limited liability company agreement of the Second Merger Surviving Entity at the Second Merger Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such limited liability company agreement.

Second Merger Surviving Entity. (i) The articles of organization of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the articles of organization of the Second Merger Surviving Entity at the Second Merger Effective Time, until thereafter amended in accordance with the DE LLCA and as provided in such articles of organization; provided, however, that at the Second Merger Effective Time, the articles of organization of the Second Merger Surviving Entity shall be amended to change the name of the Second Merger Surviving Entity to “PURO LIGHTING, LLC”. (ii) The operating agreement of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the operating agreement of the Second Merger Surviving Entity at the Second Merger Effective Time, until thereafter amended in accordance with DE LLCA and as provided in such operating agreement.

Second Merger Surviving Entity. (i) Unless otherwise determined by Parent prior to the Second Merger Effective Time, Buyer shall be the sole member (as defined in the limited liability company agreement of the Second Merger Surviving Entity) of the Second Merger Surviving Entity. (ii) Unless otherwise determined by Parent prior to the Second Merger Effective Time, the officers of Merger Sub II immediately prior to the Second Merger Effective Time shall be the officers of the Second Merger Surviving Entity immediately after the Second Merger Effective Time, each to hold office in accordance with the provisions of the limited liability company agreement of the Second Merger Surviving Entity.