Constituent Documents of the Surviving Entity Sample Clauses

Constituent Documents of the Surviving Entity. At the Effective Time, upon the Merger becoming effective, Parsley’s Amended and Restated Certificate of Incorporation, as filed [•], 2014 with the Secretary of State of the State of Delaware, shall be and will constitute the certificate of incorporation of the Surviving Entity until amended in the manner provided by law, and the Amended and Restated Bylaws of Parsley, dated as of [•], 2014, shall be and will constitute the bylaws of the Surviving Entity until amended in the manner provided by law.
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Constituent Documents of the Surviving Entity. At the Effective Time, upon the Merger becoming effective, Oasis LLC’s certificate of formation, as existing and constituted immediately prior to the Effective Time of the Merger, shall be and constitute the certificate of formation of the Surviving Entity until amended in the manner provided by law, and the New Holdings Agreement shall become effective in accordance with its terms, be deemed to amend and restate the Original Holdings Agreement in its entirety and thereafter continue as the effective limited liability agreement of Oasis Holdings until thereafter amended.
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Constituent Documents of the Surviving Entity. At the Effective Time, upon the Merger becoming effective, Extraction’s Certificate of Incorporation, as filed October 11, 2016 with the Secretary of State of the State of Delaware, shall be and will constitute the certificate of incorporation of the Surviving Entity until amended in the manner provided by law, and the Bylaws of Extraction, dated October 11, 2016, shall be and will constitute the bylaws of the Surviving Entity until amended in the manner provided by law.
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Constituent Documents of the Surviving Entity. At the Effective Time, upon the Merger becoming effective, DOR’s certificate of incorporation, as existing and constituted immediately prior to the Effective Time, shall be and constitute the certificate of incorporation of the Surviving Entity until amended in the manner provided by law, and the bylaws of DOR, as existing and constituted immediately prior to the Effective Time, shall be and constitute the bylaws of the Surviving Entity until amended in the manner provide by law.
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Related to Constituent Documents of the Surviving Entity

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Constituent Documents Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation of the Surviving Corporation 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 Corporation.