Certificate of Formation and Operating Agreement. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law. (b) The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.
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Sources: Merger Agreement (Meyer Daniel Harris), Merger Agreement (Gramercy Tavern Corp), Merger Agreement (Union Square Cafe Corp.)
Certificate of Formation and Operating Agreement. (a) The certificate Certificate of incorporation Formation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation formation of the Surviving Entity, to remain unchanged Entity until thereafter duly amended in accordance with the terms thereof and as provided by applicable lawor repealed.
(b) The bylaws Operating Agreement of the Company as in effect immediately prior to the Effective Time shall be the bylaws operating agreement of the Surviving Entity, to remain unchanged Entity until thereafter duly amended in accordance with the terms thereof and as provided by applicable lawor repealed.
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