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. 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 Patra as of the Effective Date. Thxxx xre 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. 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 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 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 (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.

  • 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; 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 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.

  • 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 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; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

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