ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS Sample Clauses

ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS. Copies of the Articles of Incorporation, Bylaws, minute books and stock records of the Company have been made available to Purchasers, and each such copy is true, correct and complete as amended to date. All material records of any type and description in whatever form or medium that presently exist and that relate to the business or properties of the Company and which in the ordinary course of business the Company would normally retain are in the possession or control of the Company and are located at the offices of the Company or of its counsel, independent auditors, consultants, or other advisors, and the Surviving Corporation will have the right to possession of all such records upon the consummation of the transactions contemplated by this Agreement.
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ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS. COMPLIANCE WITH OTHER INSTRUMENTS AND LAWS. . . . . . . . . . 15 2.5 GOVERNMENTAL AUTHORIZATIONS; CONSENTS . . . . . . . . . . . . 15 2.6 LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . 15 2.7
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ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS. Copies of the articles of incorporation, bylaws, minute books and stock records of each of Xxxxxxx Xxxxxxx and SPG have been made available to Purchaser, and each such copy is true, correct and complete. All material records of any type and description in whatever form or medium that presently exist and that relate to the business or properties of Xxxxxxx Xxxxxxx and SPG are in the possession or control of Xxxxxxx Xxxxxxx or SPG (or Xxxxxxx Xxxxxxx or SPG has the right to possess or control such records) and are located at the offices of Xxxxxxx Xxxxxxx and SPG, or of their counsel, independent auditors or other advisors, and Xxxxxxx Xxxxxxx and SPG will have the right to possession of all such records upon the consummation of the transactions contemplated by this Agreement.
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ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS. Copies of the Articles of Incorporation, Bylaws, minute books and stock records of the Company and its Subsidiaries have been made available to Purchasers, and each such copy is true, correct and complete as amended to date. All material records of any type and description in whatever form or medium that presently exist and that relate to the business or properties of the Company and the Subsidiaries and which in the ordinary course of business the Company or the Subsidiaries would normally retain are in the possession or control of the Company or the Subsidiaries and are located at the offices of the Company or the Subsidiaries or of its counsel, independent auditors, consultants, or other advisors, and the Surviving Corporation will have the right to possession of all such records upon the consummation of the transactions contemplated by this Agreement.
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Related to ARTICLES OF INCORPORATION AND BYLAWS; CERTAIN RECORDS

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

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

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

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

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

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