Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereof.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to the Parent or Parent’s Representatives prior to and the date of this Agreement accurate Purchaser a complete and complete copies correct copy of the certificate of incorporation, bylaws and bylaws, or other charter and organizational documents as amended to the date of each this Agreement, of the Acquired Entities, including all amendments thereto, as in effect on Company and each subsidiary of the date hereofCompany. The Acquired Entities’ Such certificates of incorporation, bylaws or bylaws, and other charter and organizational documents so delivered are in full force and effect and no Acquired Entity effect. Neither the Company nor any of its subsidiaries is in violation of the provisions thereofany provision of its certificate of incorporation, bylaws, or organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered previously furnished or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporationincorporation and bylaws or equivalent organizational documents, bylaws each as amended to date, of the Company and other charter and organizational documents of each of its Subsidiaries. Neither the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company nor any such Subsidiary is in violation of the provisions thereofany provision of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate complete and complete correct copies of the certificate of incorporationincorporation and the bylaws or the equivalent organizational documents, bylaws and other charter and organizational documents of in each of the Acquired Entities, including all amendments thereto, case as in effect on amended or restated to the date hereof, of the Company and each of its Subsidiaries. The Acquired Entities’ certificates Neither the Company nor any of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity its Subsidiaries is in violation of any of the provisions thereofof its certificate of incorporation or bylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has delivered or heretofore made available to Parent or Parent’s Representatives prior a complete and correct copy of the Certificate of Incorporation and Bylaws of the Company, each as amended to the date of this Agreement accurate Agreement. Such Certificate of Incorporation and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered Bylaws are in full force and effect and no Acquired Entity effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the its and its Subsidiaries’ certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entitiesdocuments, as applicable, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates Neither the Company nor any of its Subsidiaries are in material violation of any of the provisions of their certificate of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments, as applicable.

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior to the date of this Agreement a true, accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents copy of each of the Acquired Entities, including all amendments theretoits and each of its Subsidiaries' Certificate of Incorporation and Bylaws or equivalent organizational documents, as in effect on amended or restated to the date hereof. The Acquired Entities’ certificates Such Certificate of incorporation, bylaws or other charter Incorporation and Bylaws and equivalent organizational documents so delivered of the Company and each of its Subsidiaries are in full force and effect effect, and no Acquired Entity is in violation of other organizational documents are applicable to or binding upon the provisions thereofCompany or its Subsidiaries.

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior complete and correct copies of the Certificate of Incorporation and the By-Laws, each as amended to the date of this Agreement accurate and complete copies Agreement, of the certificate Company. Such Certificate of incorporation, bylaws Incorporation and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered By-Laws are in full force and effect and no Acquired Entity effect. Neither the Company nor any Company Subsidiary is in violation of the provisions thereofany provision of its Certificate of Incorporation, By-Laws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered furnished or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate complete and complete correct copies of the certificate of incorporationincorporation and the bylaws or the equivalent organizational documents, bylaws and other charter and organizational documents of in each of the Acquired Entities, including all amendments thereto, case as in effect on amended or restated to the date hereof, of the Company and each Company Subsidiary. The Acquired Entities’ certificates None of incorporation, bylaws the Company or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity any of the Company Subsidiaries is in violation of any provision of its organizational documents, except such violations as would not, individually or in the provisions thereofaggregate, reasonably be expected to have a Company Material Adverse Effect.

Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate complete and complete correct copies of the certificate of incorporationincorporation and the bylaws or the equivalent organizational documents, bylaws and other charter and organizational documents of in each of the Acquired Entities, including all amendments thereto, case as in effect on amended or restated to the date hereof, of the Company. The Acquired Entities’ certificates Neither the Company nor any of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity its Subsidiaries is in violation of any of the provisions thereofof its certificate of incorporation or bylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporationincorporation and the bylaws or equivalent organizational documents, bylaws each as amended to date, of the Company and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as Company Material Subsidiaries listed in effect on Section 4.02 of the date hereofCompany Disclosure Schedule. The Acquired Entities’ Such certificates of incorporation, bylaws or other charter and equivalent organizational documents so delivered are in full force and effect and no Acquired Entity effect. Neither the Company nor any Subsidiary is in violation of any of the provisions thereofof its certificate of incorporation, bylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Parent has previously furnished to Company has delivered or made available a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to Parent or Parent’s Representatives prior to the date date. Such Certificate of this Agreement accurate Incorporation, Bylaws and complete copies of the certificate of incorporation, bylaws and other charter and equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered its subsidiaries are in full force and effect and no Acquired Entity effect. Neither Parent nor any of its subsidiaries is in violation of any of the provisions thereof.of its Certificate of Incorporation or Bylaws or equivalent organizational documents. 3.3

Certificate of Incorporation and Bylaws. The Company has delivered heretofore provided or made available to the Parent or Parent’s Representatives prior to the date of this Agreement accurate complete and complete correct copies of its Certificate of Incorporation and Bylaws and the certificate of incorporation, bylaws and other charter and organizational governing documents of each of its Subsidiaries (other than inactive, non-operating limited liability entities with no significant assets or liabilities identified in Section 4.01 of the Acquired EntitiesCompany’s Disclosure Letter), including all amendments thereto, in each case as in effect on amended or restated to the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company is not in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or heretofore made available to Parent or Parent’s Representatives prior to a complete and correct copy of the Certificate of Incorporation and Bylaws of the Company, each as amended as of the date of this Agreement accurate Agreement. Such Certificate of Incorporation and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered Bylaws are in full force and effect and no Acquired Entity effect. Neither the Company nor any Company Subsidiary is in violation in any material respect of any of the provisions thereofof its Certificate of Incorporation or Bylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has delivered or heretofore made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate true, correct and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of each of the Acquired EntitiesCompany as currently in effect, including all amendments theretothereto (respectively, as in effect on the date hereof“Certificate of Incorporation” and “Bylaws”). The Acquired Entities’ certificates Certificate of incorporation, bylaws or other charter Incorporation and organizational documents so delivered the Bylaws are in full force and effect and no Acquired Entity other organizational documents are applicable to or binding upon the Company. The Company is not in violation of the any provisions thereofof its Certificate of Incorporation or Bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entitiesdocuments, as applicable, including all amendments thereto, of each of the Company Entities as in effect on the date hereof. The Acquired Entities’ certificates No Company Entity is in material violation of any of the provisions of its respective certificate of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments, as applicable.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the its certificate of incorporation, bylaws incorporation and other charter and organizational documents of each of the Acquired Entitiesbylaws, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates Company is not in material violation of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation any of the provisions thereofof its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available Made Available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter and organizational documents of each of the Acquired EntitiesCompany, including all amendments thereto, as . Such certificate of incorporation and bylaws are in effect on full force and effect. None of the date hereof. The Acquired Entities’ certificates Companies is in violation in any material respect of any of the provisions of its certificate of incorporation, bylaws or other charter and equivalent organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCorporations, including all amendments thereto, as in effect on the date hereof. The Acquired EntitiesCorporations’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company is in violation of the provisions thereof.. 3.3

Certificate of Incorporation and Bylaws. The Company has delivered or made available Made Available to Parent or Parent’s Representatives prior to the date of this Agreement accurate true, complete and complete correct copies of the certificate of incorporation, bylaws and other charter and organizational documents of the Company and each of the Acquired Entities, including all amendments thereto, Company’s Significant Subsidiaries as in effect on as of the date hereofof this Agreement. The No Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company is in violation of any of the provisions thereofof the certificate of incorporation or bylaws (or equivalent charter and organizational documents) of such Entity, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies as a whole.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent, prior to the execution of this Agreement, a complete and correct copy of the Company’s Representatives prior certificate of incorporation and bylaws and the equivalent organizational documents of each Material Subsidiary, in each case, as amended to the date of this Agreement accurate Agreement. Such certificates of incorporation, bylaws and complete copies equivalent organizational documents are in full force and effect. Neither the Company nor any of its Material Subsidiaries is in violation of any of the provisions of its certificate of incorporation, bylaws and other charter and or equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments.

Certificate of Incorporation and Bylaws. The Company has delivered or made available Made Available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the its certificate of incorporation, bylaws incorporation and other charter and organizational documents of each of the Acquired Entitiesbylaws, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates , which such certificate of incorporation, incorporation and bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity effect. The Company is not in violation of any of the provisions thereofin its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available previously furnished to Parent or Parent’s Representatives prior a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to the date date. Such Certificate of this Agreement accurate Incorporation, Bylaws and complete copies of the certificate of incorporation, bylaws and other charter and equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered its subsidiaries are in full force and effect and no Acquired Entity effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCorporation, including all amendments thereto, as in effect on the date hereof. The No Acquired Entities’ certificates Corporation is in material violation of any of the provisions of its respective certificate of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments, as applicable.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCorporations, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates Each of incorporation, bylaws or other charter and organizational the above mentioned documents so delivered are is in full force and effect and no none of the Acquired Entity is Corporations are in violation of the provisions thereofany provision of such documents.

Certificate of Incorporation and Bylaws. The Company has delivered or made available previously --------------------------------------- furnished to Parent or Parent’s Representatives prior a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to the date date. Such Certificate of this Agreement accurate Incorporation, Bylaws and complete copies of the certificate of incorporation, bylaws and other charter and equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered its subsidiaries are in full force and effect and no Acquired Entity effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate a true and complete copies correct copy of the certificate Certificate of incorporation, bylaws Incorporation and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws Bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity documents, as applicable, of Company, each as amended to date, to Parent. Company is not in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parentand Merger Sub a complete and correct copy of the Company’s Representatives prior to certificate of incorporation (the date of this Agreement accurate “Company Certificate”) and complete copies of bylaws (the “Company Bylaws”) and the certificate of incorporation, incorporation and the bylaws and other charter and (or the equivalent organizational documents documents) of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are Company Subsidiary in full force and effect and no Acquired Entity as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in material violation of the provisions thereofany provision of its certificate of incorporation or bylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCorporations, including all amendments thereto, as in effect on the date hereof. The Acquired EntitiesCorporations’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company is in violation of the provisions thereof.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCorporation, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents each as so delivered are is in full force and effect and no effect. No Acquired Entity Corporation is in violation of the provisions any material provision thereof.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired EntitiesCompany, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents each as so delivered are is in full force and effect and no Acquired Entity effect. The Company is not in violation of any of the material provisions thereofof the Company’s certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporation, bylaws and other charter equivalent organizational documents, each as amended to date, of the Company and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereofits Subsidiaries. The Acquired Entities’ Such certificates of incorporation, bylaws or other charter and equivalent organizational documents so delivered are in full force and effect and no Acquired Entity effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions thereofof its certificate of incorporation, bylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of each of the Acquired Entities, Company and its Subsidiaries including all amendments thereto, as in effect on . Neither the date hereof. The Acquired Entities’ certificates Company nor any of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity its Subsidiaries is in violation of any of the provisions thereofof its certificate of incorporation or bylaws or equivalent governing instruments.

Certificate of Incorporation and Bylaws. The Company has delivered or heretofore made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporation and bylaws or other Governing Instruments of the Company and each Company Subsidiary, each as amended to date. Each such certificate of incorporation, bylaws and other charter Governing Instrument is in full force and organizational documents effect. Neither the Company nor any Company Subsidiary is in violation, in any material respect, of each any of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates provisions of its certificate of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofGoverning Instrument.

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporation and bylaws and other equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificates of incorporation, bylaws and equivalent organizational documents are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its certificate of incorporation, bylaws and other charter and or equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments.

Certificate of Incorporation and Bylaws. The Company has delivered heretofore provided or made available to the Parent or Parent’s Representatives prior to the date of this Agreement accurate complete and complete correct copies of its Certificate of Incorporation and Bylaws and the certificate of incorporation, bylaws and other charter and organizational governing documents of each of its Subsidiaries (other than inactive, non-operating limited liability entities with no significant assets or liabilities identified in Section 4.01 of the Acquired EntitiesCompany's Disclosure Letter), including all amendments thereto, in each case as in effect on amended or restated to the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity Company is not in violation of any of the provisions thereofof its Certificate of Incorporation or Bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the its and its Subsidiaries’ certificate of incorporationincorporation and bylaws (or equivalent organizational documents, bylaws and other charter and organizational documents of as applicable), in each of the Acquired Entities, including all amendments thereto, case as in effect on the date hereof. The Acquired Entities’ certificates Neither the Company nor any of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity its Subsidiaries is in material violation of any of the provisions thereofof its certificate of incorporation or bylaws (or equivalent organizational documents, as applicable).

Certificate of Incorporation and Bylaws. The Company has delivered heretofore furnished or otherwise made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporation, incorporation and the bylaws of the Company and other charter and organizational documents of each of the Acquired Entitiesits Subsidiaries, including all amendments thereto, each as currently in effect on the date hereofeffect. The Acquired Entities’ certificates certificate of incorporation, incorporation and the bylaws or other charter of the Company and organizational documents so delivered each of its Subsidiaries are in full force and effect and no Acquired Entity is other organizational documents are applicable to or binding upon the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries are in violation of the any provisions thereofof their respective certificate of incorporation or bylaws in any material respect.

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement accurate and complete copies of the its and its Subsidiaries’ certificate of incorporationincorporation and bylaws (or equivalent organizational documents, bylaws and other charter and organizational documents of as applicable), in each of the Acquired Entitiescase, including all amendments thereto, as in effect on the date hereofof this Agreement. The Acquired Entities’ certificates Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity its Subsidiaries is in violation of any of the provisions thereofof its certificate of incorporation or bylaws (or equivalent organizational documents, as applicable).

Certificate of Incorporation and Bylaws. The Company has delivered or made available furnished to Parent or Parentand Merger Sub a complete and correct copy of the Company’s Representatives prior to certificate of incorporation (the date of this Agreement accurate “Company Certificate”) and complete copies of the bylaws (the “Company Bylaws”) and the certificate of incorporation, incorporation and the bylaws and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are Company Subsidiary in full force and effect and no Acquired Entity as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in material violation of the provisions thereofany provision of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore furnished to Parent or Parent’s Representatives prior to the date of this Agreement accurate a complete and complete copies correct copy of the certificate of incorporation and bylaws or other equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificates of incorporation and bylaws or equivalent organizational documents, are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its certificate of incorporation, bylaws and other charter and or equivalent organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or other charter and organizational documents so delivered are in full force and effect and no Acquired Entity is in violation of the provisions thereofdocuments.