Common use of Articles of Incorporation and Bylaws Clause in Contracts

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated complete and correct copies of the Articles of Incorporation and the Bylaws, as amended or restated, of the Company and the Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and the Company Subsidiaries are in full force and effect and, neither the Company nor any of the Company Subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws.

Appears in 4 contracts

Samples: Merger Agreement (State Financial Services Corp), Merger Agreement (Associated Banc-Corp), Merger Agreement (State Financial Services Corp)

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Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated Acquiror a complete and correct copies copy of the Articles of Incorporation and the BylawsBylaws or equivalent organizational documents, each as amended or restatedto date, of the Company and the each Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and the Company Subsidiaries are in full force and effect and, neither Subsidiary. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 2 contracts

Samples: Merger Agreement (WLR Foods Inc), Merger Agreement (WLR Foods Inc)

Articles of Incorporation and Bylaws. The ------------------------------------ Company has heretofore furnished to Associated Parent a complete and correct copies copy of the Articles of Incorporation and the BylawsBylaws or equivalent organizational documents, each as amended or restatedto date, of the Company and the Company Subsidiaries and such each Subsidiary. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organization documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Durakon Industries Inc), Agreement and Plan of Merger (Lpiv Acquisition Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated the Investor a complete and correct copies copy of the Articles of Incorporation and the Bylaws, as amended or restated, bylaws of the Company and the Company Subsidiaries each of its subsidiaries as most recently restated and such subsequently amended to date. The Articles of Incorporation and Bylaws bylaws of the Company and each of the Company Subsidiaries are in full force and effect andeffect. As of the date of this Note, neither the Company nor any of the Company Subsidiaries its subsidiaries is in violation of any of the provisions of its respective Articles of Incorporation or Bylawsbylaws.

Appears in 2 contracts

Samples: Non Negotiable Note (Guez Paul), Non Negotiable Note (Harvey Entertainment Co)

Articles of Incorporation and Bylaws. The Company has ------------------------------------ heretofore furnished marked for identification and delivered to Associated the Acquiror complete and correct copies of the Articles articles of Incorporation incorporation and the Bylawsbylaws or the equivalent organizational documents, in each case as amended or restatedrestated to the date hereof, of the Company and the Company Subsidiaries and such Articles each of Incorporation and Bylaws of the Company and the Company Subsidiaries are in full force and effect and, neither its Subsidiaries. Neither the Company nor any of the Company its Subsidiaries is in violation of any of the provisions of its Articles articles of Incorporation incorporation or Bylawsbylaws (or equivalent organizational documents).

Appears in 2 contracts

Samples: Merger Agreement (Numar Corp), Merger Agreement (Halliburton Co)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Associated Parent a complete and correct copies copy of the Articles of Incorporation and the BylawsBylaws or equivalent organizational documents, each as amended or restatedto date, of the Company and the each Company Subsidiaries and such Subsidiary. Such Articles of Incorporation and Incorporation, Bylaws of the Company and the Company Subsidiaries or equivalent organizational documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries Subsidiary is in material violation of any of the provisions of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Merger Agreement (Novellus Systems Inc)

Articles of Incorporation and Bylaws. The Company has ------------------------------------ heretofore furnished made available to Associated Buyer a complete and correct copies copy of the Articles of Incorporation and the BylawsBylaws or equivalent organizational documents, each as amended or restatedto date, of the Company and the Company Subsidiaries and such each of its subsidiaries. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organizational documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries its subsidiaries is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FLD Acquisition Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated the Investors a complete and correct copies copy of the Amended and Restated Articles of Incorporation and the BylawsIncorporation, as amended ("Articles of Incorporation") and the Bylaws or restatedequivalent organizational documents, each as amended to date, of the Company and the Company Subsidiaries and such Subsidiary. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organizational documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Convertible Subordinated Loan and Warrant Purchase Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated the Investors a complete and correct copies copy of the Amended and Restated Articles of Incorporation and the BylawsIncorporation, as amended ("Articles of Incorporation") and the Bylaws or restatedequivalent organizational documents, each as amended to date, of the Company and the Company Subsidiaries and such each Subsidiary. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organization documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Convertible Subordinated Loan and Warrant Purchase Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The copies of the Company’s Amended Articles of Incorporation (the “Company Articles of Incorporation”) and Amended and Restated Bylaws (the “Company Bylaws”), which were previously furnished or made available to Parent, are complete and correct. The Company has heretofore furnished made available to Associated Parent a complete and correct copies copy of the Articles charter and bylaws (or equivalent organizational documents), and all amendments thereto, of Incorporation and the Bylaws, as amended or restated, each of the Company and the Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and the Company Subsidiaries are in full force and effect and, neither Subsidiaries. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions of its Articles of Incorporation organizational or Bylawsgoverning documents.

Appears in 1 contract

Samples: Merger Agreement (Willbros Group, Inc.\NEW\)

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Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated complete and correct copies of the Articles of Incorporation and the Bylaws, as amended or restated, of the Company and each of the Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and each of the Company Subsidiaries are in full force and effect and, and neither the Company nor any of the Company Subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws.

Appears in 1 contract

Samples: Merger Agreement (First Federal Capital Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Associated Buyer a complete and correct copies copy of the Articles of Incorporation and the BylawsBylaws or equivalent organizational documents, each as amended or restatedto date, of the Company and the Company Subsidiaries and such each of its subsidiaries. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organizational documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries its subsidiaries is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Merger Agreement (Full Line Distributors Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated the Investors a complete and correct copies copy of the Amended and Restated Articles of Incorporation and the BylawsIncorporation, as amended ("Articles of Incorporation") and the Bylaws or restatedequivalent organizational documents, each as amended to date, of the Company and the Company Subsidiaries and such each Subsidiary. Such Articles of Incorporation Incorporation, Bylaws and Bylaws of the Company and the Company Subsidiaries equivalent organizational documents are in full force and effect and, neither effect. Neither the Company nor any of the Company Subsidiaries Subsidiary is in violation of any of the provisions provision of its Articles of Incorporation Incorporation, Bylaws or Bylawsequivalent organizational documents.

Appears in 1 contract

Samples: Subordinated Loan Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated Purchaser a complete and correct copies copy of the Articles of Incorporation and the Bylaws, as amended or restated, of the Company and the Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and the equivalent organizational documents of each subsidiary of the Company Subsidiaries are as currently in full force and effect and, neither effect. Neither the Company nor any subsidiary of the Company Subsidiaries is in violation of any of the provisions of its Articles of Incorporation or BylawsBylaws (or equivalent organizational documents).

Appears in 1 contract

Samples: Merger Agreement (Watkins Johnson Co)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Associated complete and correct copies of the Articles of Incorporation and the Bylaws, as amended or restated, of the Company and each of the Company Subsidiaries and such Articles of Incorporation and Bylaws of the Company and each of the Company Subsidiaries are in full force and effect and, and neither the Company nor any of the Company Subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws. SECTION 2.03. Capitalization.

Appears in 1 contract

Samples: Merger Agreement (Associated Banc-Corp)

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