ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS Sample Clauses

ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. A true, complete and correct copy of the Articles of Incorporation and By-Laws of Purchaser and the Certificate of Incorporation and By-Laws of Acquisition Corp. as currently in effect have been delivered to ERC. There are no agreements by and between or among Purchaser, Acquisition Corp. and any or all of their respective shareholders imposing any restrictions upon the transfer of or otherwise pertaining to the Purchaser Common Stock to be received by the ERC Shareholders or the ownership thereof.
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ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. A true, complete and correct copy of the articles of incorporation, by-laws, limited liability company certificate, operating agreement or other organizational documents of ERC, the LLC, each Subsidiary and each Association, together with all amendments thereto, have been delivered to Purchaser, as set forth on Schedule 3.2 hereto. There are no agreements by and between or among ERC, the LLC or any Subsidiary imposing any restrictions upon the transfer of or otherwise pertaining to the securities of ERC, the LLC or any Subsidiary (including but not limited to the ERC Stock and the LLC membership interests).
ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. The Acquired Companies have provided (or caused to be provided) to EFI complete and correct copies of the articles of incorporation, bylaws or other organizational documents of each Acquired Company and PHC, together with all amendments thereto. None of the Acquired Companies or PHC is in violation in any material respect of such organizational documents. There are no agreements by and between or among Xxxxxx, PHC the Stockholders, the Acquired Companies or any Association imposing any restrictions upon the transfer of, or otherwise pertaining to, the Acquired Business or the Acquired Ownership Interests, each as amended to and as in effect on the date hereof.
ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. A true, complete and correct copy of the Articles of Incorporation and Bylaws of the Company and the Certificate of Incorporation and Bylaws of the Acquisition Subsidiary together with all amendments thereto shall have been delivered to Xxxxx as of the Effective Date. There are no agreements by and between or among any or all of the security holders of the Company, whether or not the Company is a party thereto, imposing any restrictions upon the transfer of or otherwise pertaining to the securities of the Company or the ownership thereof. Any and all such restrictions shall be duly complied with or effectively waived as of the Closing.
ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. A true, complete ------------------------------------------------ and correct copy of the Articles of Incorporation and Bylaws of Signature and PAC as currently in effect have been delivered to PRG. Signature has no actual knowledge that there are any agreements by and between or among Signature and any or all of their shareholders imposing any restrictions upon the transfer of or otherwise pertaining to the Signature Stock to be received by the PRG Shareholders or the ownership thereof.
ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS. A true, complete and correct copy of the Amended and Restated Articles of Incorporation and Bylaws of the Company together with all amendments thereto have been delivered to Buyer. Except as set forth in that certain Shareholders Agreement dated November 12, 1999 by and among the Company and the Selling Stockholders (the "Shareholders Agreement"), there are no agreements to which the Company is a party to imposing any restrictions upon the transfer of or otherwise pertaining to the securities of the Company (including but not limited to the Shares) or the ownership thereof. Any and all such restrictions shall be duly complied with or effectively waived as of the Closing.

Related to ARTICLES OF INCORPORATION, BYLAWS AND AGREEMENTS

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • Certificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. The minute books of Concept X which will be made available for inspection contain 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 Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

  • Articles of Incorporation and Bylaws (a) The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until duly amended or repealed.

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.

  • Articles of Incorporation and Bylaws; Records The Company has delivered to Parent accurate and complete copies of: (1) the Company's articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

  • Articles of Incorporation and By-Laws (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Certificate of Incorporation; By-laws (a) At the Effective Time, the Certificate of Incorporation of the Company, 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 law and such Certificate of Incorporation.

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