Surviving New Paramount Entity Certificate of Incorporation and Bylaws Sample Clauses

Surviving New Paramount Entity Certificate of Incorporation and Bylaws. The Parties shall take all necessary action such that at the New Paramount Merger Effective Time the certificate of incorporation of the Surviving New Paramount Entity shall be amended and restated to conform to Exhibit B-1 and, as so amended and restated, shall be the certificate of incorporation of the Surviving New Paramount Entity, until, subject to Section 7.4, thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation (as amended, modified or supplemented from time to time following the Closing, the “Surviving New Paramount Entity Charter”). The Parties shall take all necessary action such that at the New Paramount Merger Effective Time the bylaws of the Surviving New Paramount Entity shall be amended and restated to conform to Exhibit B-2 and such bylaws shall be the bylaws of the Surviving New Paramount Entity until, subject to Section 7.4, thereafter amended in accordance with the applicable provisions of the DGCL, the Surviving New Paramount Entity Charter and such bylaws (as amended, modified or supplemented from time to time following the Closing, the “Surviving New Paramount Entity Bylaws”, and, together with the Surviving New Paramount Entity Charter, the “Surviving New Paramount Entity Organizational Documents”).
Sample 1
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Related to Surviving New Paramount Entity Certificate of Incorporation and Bylaws

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Data Ownership and Authorized Access 1. Student Data Property of LEA. All Student Data transmitted to the Provider pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Provider further acknowledges and agrees that all copies of such Student Data transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Student Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data contemplated per the Service Agreement, shall remain the exclusive property of the LEA. For the purposes of FERPA, the Provider shall be considered a School Official, under the control and direction of the LEA as it pertains to the use of Student Data, notwithstanding the above.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Successors Bound This DPA is and shall be binding upon the respective successors in interest to Provider in the event of a merger, acquisition, consolidation or other business reorganization or sale of all or substantially all of the assets of such business In the event that the Provider sells, merges, or otherwise disposes of its business to a successor during the term of this DPA, the Provider shall provide written notice to the LEA no later than sixty (60) days after the closing date of sale, merger, or disposal. Such notice shall include a written, signed assurance that the successor will assume the obligations of the DPA and any obligations with respect to Student Data within the Service Agreement. The LEA has the authority to terminate the DPA if it disapproves of the successor to whom the Provider is selling, merging, or otherwise disposing of its business.

  • GUARANTEED DISPLAY REFERRAL FEE WAIVERS XXXX.xxx offers a paid featured agent program referred to as “Guaranteed Display.” This paid product provides the following Referral Fee benefits to the Recipient Broker/Agent: • If a closing results from a lead originated during the time, and in the zip code, that the Recipient Broker/Agent was an active Guaranteed Display sponsor, the referral fee will be discounted from the standard 35% to 30%. • If a closing results from a lead originated during the time, and in the zip code, that the Recipient Broker/Agent was an active Guaranteed Display sponsor, and if XXXX.xxx was not responsible for brokering an appointment between the Referred Client and the Recipient Broker/ Agent, the referral fee will be waived entirely to 0%. To qualify for this Referral Fee waiver, Recipient Broker/Agent must update the Referral Status in the XXXX.xxx Agent Portal (xxxxx://xxxxxx.xxxx.xxx) to reflect the property has been listed prior to XXXX.xxx indicating that an appointment has been set.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

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