Articles of Incorporation, By. Laws, Corporate Minutes and Permits. Buyer has delivered to Seller copies of the Articles of Incorporation, as amended, of Buyer (certified as of a recent date by the Secretary of State of the state of incorporation), and the By-Laws, as amended, of Buyer (certified as of the date hereof by its Secretary) all of which copies are true and correct. Buyer has furnished to Seller for review, true and complete copies of the corporate minutes of Buyer which contains a complete and accurate record of all formal actions taken by the stockholders and directors of Buyer.
Articles of Incorporation, By. Laws and Officers and Directors of the Surviving Corporation. The Articles of Incorporation of FHGP Merger, 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; provided, that Article First of such Certificate of Incorporation shall be amended as of the Effective Time to provide that the name of the Surviving Corporation shall be "Xxxxxxx Harrisburg General Partner Inc." The By-Laws of FHGP Merger as in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-Laws. From and after the Effective Time, the directors and officers of FHGP that were in office immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.
Articles of Incorporation, By. LAWS, ETC. True and complete copies of the Articles of Incorporation, By-Laws, minute books and all stock books and stock transfer records of the Company and of the Subsidiary, each of the foregoing as amended to the date hereof, have been furnished or made available to Buyer and its Representatives and there will be no amendments or changes to the Company's and the Subsidiary's Articles of Incorporation or By-Laws prior to the Closing Date. On the Closing Date, such minute books will contain the true and complete minutes and records of any meetings, proceedings and other actions of the shareholders, all committees of the Board of Directors and the Board of Directors of the Company and its Subsidiary from the date hereof to and including the Closing Date.
Articles of Incorporation, By. Laws and Minutes. The copies of the Articles of Incorporation of each of the Fielding Companies as amended to date, as certified by the Secretary of State of the State of Missouri, and the copies of the By-Laws of each of the Fielding Companies as amended to date, as certified by the Secretary of such Fielding Company, all of which have been furnished to Buyer by Fielding, are true, correct and complete copies thereof, and no amendments or other modifications thereto are pending. Neither of the Fielding Companies is in violation of its Articles of Incorporation or By-Laws. Each of the Fielding Companies has made available to Buyer a true and complete copy of the minute books of such Fielding Company, which contain a complete and correct record of all official actions of the Board of Directors of such Fielding Company and committees thereof and its stockholders during the last ten years.
Articles of Incorporation, By. LAWS2.04. CERTIFICATE OF ------------------------------------- INCORPORATION; BY-LAWS.
Articles of Incorporation, By. LAWS. At the Effective Time, the Certificate of Incorporation and Bylaws of EuroSub shall be the Articles of Incorporation and Bylaws of the Surviving Corporation.
Articles of Incorporation, By. Laws and General Partnership Agreement. The copies of the Articles of Incorporation and By-laws of the General Partner and of the Limited Partnership Agreement of the Partnership, and all amendments thereto, which have been delivered to the Purchaser are true, correct and complete. No amendments, other than those delivered, have been adopted by the Companies or are contemplated.
Articles of Incorporation, By. Laws and Minutes. The complete Articles of Incorporation and the By-Laws of VISV, as will be in effect on the Effective Date of the Merger, are attached hereto as Exhibit 5.03.
Articles of Incorporation, By. LAWS. From and after the date hereof each Investor shall take or cause to be taken all actions necessary to ensure that the Articles of Incorporation and By-Laws of the Company or such Investor, as applicable, do not, at any time, conflict with the provisions of this Agreement.
Articles of Incorporation, By. LAWS; MINUTE BOOKS. True and complete copies of the articles of incorporation, by-laws and other organizational documents of TDI and each Subsidiary, as amended to and including the date hereof, have been delivered to Buyer. Neither TDI nor any Subsidiary is in violation of any provision of its articles of incorporation, by-laws or other organizational documents. The stock books and stock transfer records of TDI and each Subsidiary, true and complete copies of which have been made available to Buyer, contain true and complete records of all issuances and transfers of Class A Stock, Class B Stock, capital stock and other equity interests of TDI and the
