Examples of Amended and Restated Certificate of Formation in a sentence
Any repeal or amendment of this Article, or adoption of any other provision of this Amended and Restated Certificate of Formation inconsistent with this Article, by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability to the Corporation or its shareholders of a director of the Corporation existing at the time of such repeal, amendment or adoption of an inconsistent provision.
The Company has been organized as a Delaware limited liability company by the filing of a Amended and Restated Certificate of Formation (the “Certificate”) under and pursuant to the Act.
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.
The Manager in its sole discretion may change the name of the Company at any time and from time to time, which name change shall be effective upon the filing of a Certificate of Amendment of the Certificate of Formation of the Company or an Amended and Restated Certificate of Formation of the Company with the Secretary of State of the State of Delaware and shall not require an amendment to this Agreement.
Xxxxxx is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Amended and Restated Certificate of Formation with the Secretary of State of the State of Delaware and such filing is hereby ratified and confirmed in all respects.
Xxxxxx is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Second Amended and Restated Certificate of Formation with the Secretary of State of the State of Delaware and such filing is hereby ratified and confirmed in all respects.
Upon the filing of the Second Amended and Restated Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Economic Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act.
MME’s Amended and Restated Certificate of Formation and Operating Agreement (the “Operating Agreement”) exempts directors from any liability “except in the case of fraudulent or illegal conduct of such person.”1Plaintiff’s complaint, filed on September 7, 2006, named as defendants the ten then-current members of MME’s Board and one former director.
The Manager may from time to time change the Company’s registered agent, and the address of such agent, in the State of Delaware, which change in registered agent and address shall be effective upon the filing of a Certificate of Amendment of the Certificate of Formation of the Company or an Amended and Restated Certificate of Formation of the Company with the Secretary of State of the State of Delaware and shall not require an amendment to this Agreement.
An Amended and Restated Certificate of Formation changing CDRG Acquisition, LLC’s name to CCMG Acquisition, LLC was filed with the Secretary of State of the State of Delaware (the “ Secretary of State”) on August 12, 2005.