Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Company has heretofore furnished to the Investor a complete and correct copy of the certificate of incorporation and bylaws, each as amended or modified as of the date hereof, of the Company. Such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws in any material respect.

Appears in 5 contracts

Samples: Investment Agreement, Investment Agreement (Yum China Holdings, Inc.), Investment Agreement (Yum China Holdings, Inc.)

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Certificate of Incorporation and Bylaws. The Company has heretofore furnished prior to the Investor date of this Agreement made available a complete and correct copy of the certificate of incorporation and bylawsthe bylaws or equivalent organizational documents, each as amended or modified as of the date hereofto date, of the CompanyCompany and each Company Subsidiary. Such certificate certificates of incorporation and incorporation, bylaws or equivalent organizational documents are in full force and effect. The Neither the Company nor any Company Subsidiary is not in violation of any of the provisions of its certificate of incorporation and incorporation, bylaws in any material respector equivalent organizational documents.

Appears in 5 contracts

Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Anzu Special Acquisition Corp I), Stockholder Support Agreement (GigCapital5, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished made available to the Investor Purchaser a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylawsthe Bylaws or equivalent organizational documents, each as amended or modified as of the date hereofto date, of the CompanyCompany and each material Company Subsidiary. Such certificate Certificate of incorporation and bylaws Incorporation, Bylaws or equivalent organizational documents are in full force and effect. The Neither the Company nor any Company Subsidiary is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation, Bylaws or equivalent organizational documents.

Appears in 5 contracts

Samples: Share Purchase Agreement (Synchronoss Technologies Inc), Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Vitesse Semiconductor Corp)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished prior to the Investor date of this Agreement Made Available a complete and correct copy of the certificate of incorporation and bylawsthe bylaws or equivalent organizational documents, each as amended or modified as of the date hereofto date, of the Company. Such certificate certificates of incorporation and incorporation, bylaws or equivalent organizational documents are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and incorporation, bylaws in any material respector equivalent organizational documents.

Appears in 4 contracts

Samples: Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished made available to the Investor a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylawsthe Bylaws, each as amended or modified as of the date hereofto date, of the Company. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Company are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or Bylaws. True and bylaws in any material respectcomplete copies of all minute books of the Company containing minutes for the period from October 26, 2005 to the date of this Agreement have been made available by the Company to the Investor.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Norsk Hydro a S A), Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished made available to the Investor a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylawsthe Bylaws, each as amended or modified as of the date hereofto date, of the Company. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Company are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished has, prior to the Investor date of this Agreement, Made Available a complete and correct copy of the certificate of incorporation and bylawsthe bylaws or equivalent organizational documents, each as amended or modified as of the date hereofto date, of the Company. Such certificate certificates of incorporation and incorporation, bylaws or equivalent organizational documents are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and incorporation, bylaws in any material respector equivalent organizational documents.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished to the Investor delivered a complete true and correct copy of the certificate its Certificate of incorporation Incorporation and bylawsBylaws or other charter documents, each as amended or modified as of the date hereofto date, of the Company. Such certificate of incorporation and bylaws are in full force and effectto Purchaser. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Option and Purchase Agreement (Netfabric Holdings, Inc), Convertible Note Purchase Agreement (Netfabric Holdings, Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished delivered to the Investor Acquiror a complete and correct copy of the certificate of incorporation and bylawsbylaws of the Company and the certificate of incorporation of the Stockholder, each as amended or modified as of the date hereof, of the Companyto date. Such certificate of incorporation incorporation, bylaws and bylaws other organizational or governing documents are in full force and effect. The Neither the Company nor Stockholder is not in violation of any of the provisions of its certificate of incorporation and or bylaws in any material respector other organizational or governing document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eglobe Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished prior to the Investor a date of this Agreement made available to Acquiror true, complete and correct copy copies of the its certificate of incorporation and bylaws, and substantially equivalent organizational documents for each of its subsidiaries, in each case, as amended or modified to as of the date hereof, of the Companythis Agreement. Such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws in any material respector bylaws.

Appears in 1 contract

Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished delivered to the Investor Acquiror a complete and correct copy of each of the certificate of incorporation and bylawsbylaws of the Company, each as amended or modified as of in effect on the date hereof, of certified by the Company's corporate secretary. Such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws in any material respector bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itc Deltacom Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished to the Investor Parent a complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylaws, each Bylaws as most recently restated and subsequently amended or modified as of the date hereof, of the Companyto date. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to the Investor Buyer and Merger Sub a complete and correct copy of the certificate of incorporation (the "Company Certificate of Incorporation") and bylawsbylaws (the "Company Bylaws") of Company, each as amended or modified as of and in effect on the date hereof, . The Company Certificate of the Company. Such certificate of incorporation Incorporation and bylaws Company Bylaws are in full force and effect. The Company is not in violation of any provisions of the provisions Company Certificate of its certificate of incorporation and bylaws Incorporation or Company Bylaws in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hepion Pharmaceuticals, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished to the Investor Buyer a true, complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylaws, each as amended or modified as of the date hereof, of the Companyto date. Such certificate Certificate of incorporation Incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or bylaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zanett Inc)

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Certificate of Incorporation and Bylaws. The Company has heretofore furnished prior to the Investor date of this Agreement made available a complete and correct copy of the certificate of incorporation and bylawsthe bylaws or equivalent organizational documents, each as amended or modified as of the date hereofto date, of the Company. Such certificate certificates of incorporation and incorporation, bylaws or equivalent organizational documents are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and incorporation, bylaws in any material respector equivalent organizational documents.

Appears in 1 contract

Samples: Stockholders Agreement (Quantum Computing Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished made available to the Investor Investors a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylawsthe Bylaws, each as amended or modified as of the date hereofto date, of the Company. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Company are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished delivered to the Investor Acquiror a complete and correct copy of each of the certificate of incorporation and bylawsbylaws of the Company, each as amended or modified as of the date hereof, of the Companyto date. Such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws in any material respector bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxicom Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to the Investor Holdings a complete and correct copy of the restated certificate of incorporation and bylawsincorporation, each as amended or modified as to date (the “Certificate of Incorporation”), and the bylaws (the “Bylaws”) of the date hereof, Company as currently in effect. The Certificate of Incorporation and the Company. Such certificate of incorporation and bylaws Bylaws are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wrigley Wm Jr Co)

Certificate of Incorporation and Bylaws. (a) The Company has heretofore furnished delivered to the Investor a complete and correct copy of the certificate of incorporation and bylawsthe bylaws of the Company, each as amended or modified as of the date hereof, of the Companyto date. Such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate of incorporation and or bylaws in any material respector other organizational or governing document.

Appears in 1 contract

Samples: Loan and Note Purchase Agreement (Executive Telecard LTD)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished made available to the Investor Parent a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylawsthe Bylaws of the Company, each as amended or modified as of the date hereof, of the Companyto date. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws are in full force and effect. The Company is not in violation of any of the provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or By-laws, except for violations that would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radio One Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished to the Investor Purchaser a true, complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylawsBylaws, each as amended or modified as of the date hereof, of the Companyto date. Such certificate Certificate of incorporation Incorporation and bylaws Bylaws are in full force and effect. The Company is not in violation of any of the material provisions of its certificate Certificate of incorporation and bylaws in any material respectIncorporation or Bylaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simulations Plus Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished delivered to the Investor Acquiror a complete and correct copy of the certificate or articles of incorporation and bylawsthe bylaws of the Company, each as amended or modified as of to the date hereof, of the Companythis Agreement. Such Each such certificate or articles of incorporation and bylaws are is in full force and effect. The Company is not in violation of any of the provisions of its certificate or articles of incorporation and bylaws in any material respector bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edg Capital Inc)

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