Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 14 contracts
Samples: Ii Agreement and Plan of Merger (Cubic Corp /De/), Agreement and Plan of Merger (Ecc International Corp), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of each of the respective Acquired CorporationsCompanies, including all amendments thereto, as in effect on the Agreement Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics Inc), Agreement and Plan of Merger (Biodelivery Sciences International Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (F-Star Therapeutics, Inc.), Agreement and Plan of Merger (Ambit Biosciences Corp), Agreement and Plan of Merger (Greenway Medical Technologies Inc)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto. The Company has delivered to Parent accurate and complete copies of: (a) the charters of all committees of the Company's board of directors; and (b) any code of conduct, whistleblower policy, disclosure committee policy or similar policy adopted by the Company or by the board of directors, or any committee of the board of directors, of the Company.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the its certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporationsdocuments, including all amendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Decibel Therapeutics, Inc.), Agreement and Plan of Merger (Checkmate Pharmaceuticals, Inc.), Agreement and Plan of Merger (Array Biopharma Inc)
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate a complete and complete copies correct copy of the certificate of incorporationincorporation and the bylaws (or similar organizational documents), bylaws and other charter and organizational documents as in effect as of the respective Acquired Corporationsdate of this Agreement, including all amendments theretoof the Company and each Active Subsidiary. Such certificates of incorporation and bylaws (or similar organizational documents) are in full force and effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Triangle Pharmaceuticals Inc), Agreement and Plan of Merger (Triangle Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. (a) The Company has delivered Made Available to Parent accurate and complete copies of the certificate Certificate of incorporation, bylaws Incorporation and other charter and organizational documents Bylaws of the respective Acquired Corporations, including all amendments theretoCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vaughan Foods, Inc.), Agreement and Plan of Merger (Ebay Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws bylaws, memorandum of association, articles of association and other charter and organizational each certificate of designation in respect of any outstanding shares of preferred stock or equivalent governing documents of each of the respective Acquired CorporationsTarget Companies, including all amendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and or organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Borland Software Corp)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCorporations other than the Non-Operational Subsidiaries, including all amendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, and bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Agreement and Plan of Merger (Auspex Pharmaceuticals, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are all in full force and effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Miramar Labs, Inc.), Agreement and Plan of Merger (Sientra, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporationsdocuments, including all amendments thereto, of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore Made Available to Parent accurate or Merger Subsidiary a complete and complete copies correct copy of the certificate Certificate of incorporation, bylaws Incorporation and other charter the Bylaws of the Company and the comparable organizational documents of each of its Subsidiaries, each as amended to the respective Acquired Corporations, including all amendments theretodate hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Supreme Industries Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore provided or made available to Parent accurate or Merger Subsidiary a complete and complete copies correct copy of the certificate Certificate of incorporation, bylaws Incorporation and other charter the Bylaws of the Company and the comparable organizational documents of each of its Subsidiaries, each as amended to the respective Acquired Corporations, including all amendments theretodate hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optelecom-Nkf, Inc.), Agreement and Plan of Merger (Parallel Petroleum Corp)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished to Parent accurate and Merger Sub complete and correct copies of the certificate of incorporationincorporation and the bylaws (or equivalent organizational documents), bylaws and other charter and organizational documents in each case as amended or restated as of the respective Acquired Corporationsdate hereof, including all amendments theretoof the Company and each of its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Education Lending Group Inc), Agreement and Plan of Merger (Cit Group Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Kite Pharma, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore made available to Parent accurate a complete and complete copies correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary of the Company. Such certificates of incorporation, bylaws and other charter and or equivalent organizational documents of the respective Acquired Corporations, including all amendments theretoare in full force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi), Agreement and Plan of Merger (Pfizer Inc)
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany Entities, including all amendments thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Med-Design Corp)
Certificate of Incorporation and Bylaws. The Company has delivered or Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws bylaws, memorandum of association and other charter and organizational articles of association or equivalent governing documents of each of the respective Acquired API Corporations, including all amendments thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Luna Innovations Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trius Therapeutics Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof, and each as so delivered is in full force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents (as applicable) of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Immune Design Corp.)
Certificate of Incorporation and Bylaws. The Company Parent has delivered or Made Available to Parent the Company accurate and complete copies of the certificate of incorporation, bylaws bylaws, memorandum of association and other charter and organizational articles of association or equivalent governing documents of each of the respective Acquired Xxxx Corporations, including all amendments thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Luna Innovations Inc), Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the its certificate of incorporation, bylaws incorporation and other charter and organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RayzeBio, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives (i) accurate and complete copies of its certificate of incorporation and bylaws, including all amendments thereto, as in effect on the Agreement Date and (ii) accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporationseach of its Subsidiaries, including all amendments thereto, as in effect on the Agreement Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or Made Available to Parent accurate and complete copies of the Company’s certificate of incorporationincorporation and bylaws, bylaws and other charter and organizational documents in each case as amended to the date of the respective Acquired Corporations, including all amendments theretothis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore Made Available to Parent accurate a complete and complete copies correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificate of incorporation, bylaws and other charter and equivalent organizational documents of the respective Acquired Corporations, including all amendments theretoare in full force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Forty Seven, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate a complete and complete copies correct copy of the certificate Certificate of incorporationIncorporation and the Bylaws (or similar organizational documents), bylaws and other charter and organizational documents each as amended to date, of the respective Acquired Corporations, including all amendments theretoCompany and each Material Subsidiary. Such Certificates of Incorporation and Bylaws (or similar organizational documents) are in full force and effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Stone William C)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, and each as so made available is in full force and effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof. Each Acquired Corporation is in compliance in all material respects with the provisions of its certificate of incorporation, bylaws and other charter and organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juno Therapeutics, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genomica Corp /De/), Agreement and Plan of Merger and Reorganization (Exelixis Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof. The charter and bylaws of the Company described in the preceding sentence are in full force and effect, and the Company has complied with its charter or bylaws in any material respect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Channeladvisor Corp), Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of each of the respective Acquired CorporationsCompanies, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Mallinckrodt PLC)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished to Parent accurate complete and complete correct copies of the certificate Certificates of incorporationIncorporation and the Bylaws or the equivalent organizational documents, bylaws and other charter and organizational documents in each case as amended or restated, of the respective Acquired Corporations, including all amendments theretoCompany and each of its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whitehall Street Real Estate Limited Partnership Vii), Agreement and Plan of Merger (Integrated Living Communities Inc)
Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the currently effective certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. The Company is not in violation of its certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riverbed Technology, Inc.), Agreement and Plan of Merger (Opnet Technologies Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the its certificate of incorporation, bylaws incorporation and other charter and organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, as in effect on the Agreement Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.), Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents (as applicable) of each of the respective Acquired CorporationsCompanies, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, and bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date of this Agreement.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered to Parent (or otherwise made available in a data room to which Parent’s Representatives have had access) accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Synopsys Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dicerna Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore made available to Parent accurate a complete and complete copies correct copy of the certificate Certificate of incorporationIncorporation and the Bylaws or comparable organizational documents, bylaws and other charter and organizational documents each as amended as of the respective Acquired Corporationsdate hereof, including all amendments theretoof the Company and each of its Subsidiaries.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered heretofore made available to Parent accurate a complete and complete copies correct copy of the certificate of incorporation, bylaws or equivalent organizational documents, each as amended to date, of the Company and other charter and each of its subsidiaries. Such certificates of incorporation, bylaws or equivalent organizational documents of the respective Acquired Corporations, including all amendments theretoare in full force and effect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, Company including all amendments thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Applied Nanoscience Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent accurate and complete or its counsel copies of the certificate of incorporation, bylaws incorporation and other charter and organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, of the Company as in effect as of the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Millennial Media Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate true and complete correct copies of the certificate of incorporationCompany Charter, Company bylaws and other charter and the organizational documents for each of the respective Acquired CorporationsCompany’s Subsidiaries, in each case, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the its certificate of incorporation, bylaws incorporation and other charter and organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, as in effect on the date hereof, through filings with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Akcea Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments theretoCorporations as in effect on the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate a complete and complete copies correct copy of the certificate of incorporationincorporation and the bylaws (or similar organizational documents), bylaws and other charter and organizational documents each as amended to date, of the respective Acquired Corporations, including all amendments theretoCompany and each Subsidiary that is not a Wholly-Owned Subsidiary. Such certificates of incorporation and bylaws (or similar organizational documents) are in full force and effect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent Buyer or Buyer’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of (a) the respective Company; and (b) each of the other Acquired Corporations, in each case including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives (or has publicly made available in EXXXX) accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective each Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and or other charter and organizational equivalent constitutional documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date of this Agreement.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to the Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. The Company is not in violation of its certificate of incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Graphics International Corp)
Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished to the Parent accurate and Merger Sub complete and correct copies of the certificate of incorporationincorporation and the bylaws or the equivalent organizational documents, bylaws and other charter and organizational documents in each case as amended or restated as of the respective Acquired Corporationsdate hereof, including all amendments theretoof the Company and each of its Subsidiaries.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate a complete and complete copies correct copy of the certificate Certificate of incorporationIncorporation and the Bylaws (or similar organizational documents), bylaws and other charter and organizational documents each as amended to the date hereof, of the respective Acquired Corporations, including all amendments theretoCompany and each Subsidiary. Such Certificates of Incorporation and Bylaws (or similar organizational documents) are in full force and effect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered heretofore made available to Parent accurate complete and complete correct copies of the Company’s and each of its Subsidiaries’ certificate of incorporationincorporation and bylaws (or comparable governing instruments), each as amended to date. The certificate of incorporation and bylaws and other charter and organizational documents or comparable governing instruments (“Organizational Documents”) of each of the respective Acquired Corporations, including all amendments theretoCompany and its Subsidiaries so made available are in full force and effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vicuron Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of each of the respective Acquired CorporationsCompanies, including all amendments thereto., as in effect on the Agreement Date. Section 4.3
Appears in 1 contract
Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany and each of the Company's material Subsidiaries identified in Part 2.2 of the Company Disclosure Schedule, including all amendments thereto.. 2.3
Appears in 1 contract
Samples: Arrangement Agreement
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany and each of the Company’s material Subsidiaries identified in Part 2.1(a)(i) of the Company Disclosure Schedule, including all amendments thereto.
Appears in 1 contract
Samples: Arrangement Agreement (Counterpath Solutions, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent accurate and complete or its counsel copies of the certificate of incorporation, bylaws incorporation and other charter and organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, of the Company as in effect as of the Agreement Date.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws of the Company and other charter and the comparable organizational documents of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the respective Acquired CorporationsExchange Act), including all amendments theretoin each case, as amended, as of the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Materials Inc /De)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anadys Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany and each of the Company's material Subsidiaries identified in Part 2.2 of the Company Disclosure Schedule, including all amendments thereto.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto and has made available to Parent accurate and complete copies of any proposed amendments thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vertex Pharmaceuticals Inc / Ma)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents (as applicable) of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the Agreement Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dova Pharmaceuticals Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent accurate and complete or its representatives copies of the certificate of incorporation, bylaws Company Charter and other charter and organizational documents of the respective Acquired CorporationsCompany bylaws, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect as of the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other similar charter and organizational documents of the respective each Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished to the Parent accurate and Merger Sub complete and correct copies of the certificate of incorporationincorporation and the bylaws, bylaws and other charter and organizational documents in each case as amended or restated as of the respective Acquired Corporationsdate hereof, including all amendments theretoof the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fabri Centers of America Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto.
Appears in 1 contract
