Certificate and By-Laws. Certified copies of the Certificate of Incorporation and By-Laws of Borrower, as amended through the Closing Date.
Certificate and By-Laws. The Certificate of Incorporation and By Laws of National Cabling in effect at the Effective Time shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation, to remain unchanged until amended as provided by law.
Certificate and By-Laws. Neither the Certificate of Incorporation nor the By-laws of the Company contains any provision that would require a vote of the
Certificate and By-Laws. Each ------------------------------------------------------------------- Stockholder has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Stockholder, the performance by each Stockholder of its obligations hereunder and the consummation by each Stockholder of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Stockholder. This Agreement has been duly executed and delivered by each Stockholder, and (assuming due authorization, execution and delivery by the Parent or the Purchaser) this Agreement constitutes a legal, valid and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms (except in each such case as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally). No person other than the Stockholders has a right or claim to any portion of the Purchase Price or any other payments made by the Parent to any Stockholder hereunder.
Certificate and By-Laws. MAF shall not and shall not permit any MAF Subsidiary to make any change or amendment to their respective certificate of incorporation or by-laws.
Certificate and By-Laws. The Certificate in effect as of the date hereof ----------------------- is in the form of Exhibit B hereto. The By-Laws of the Company in effect as of the date hereof are in the form of Exhibit A hereto.
Certificate and By-Laws. The Company shall have adopted and filed the Certificate of Incorporation in the form of Exhibit I hereto (with such changes as agreed to by the Purchasers) and adopted the By-laws of the Company in the form of Exhibit J hereto.
Certificate and By-Laws. The Company shall have adopted a Certificate of Incorporation and the Certificate of Designation and the By-laws of the Company shall be amended as may be required by the Certificate and the Amended and Restated Shareholders' Agreement.
Certificate and By-Laws. Buyer has previously made available to Seller complete and correct copies of Buyer's Charter Documents. Except for the amendment to Buyer's certificate of incorporation contemplated by Section 9.2.1, such Charter Documents have not been further amended and are in full force and effect. The Buyer Disclosure Schedule contains a complete and accurate list of all officers and directors of Buyer and its Subsidiaries.
Certificate and By-Laws. The Certificate of Incorporation and the By-laws attached hereto as Exhibit A and Exhibit B, respectively, represent the certificate of incorporation and by-laws of Purchaser as currently in effect and will represent the certificate of incorporation and by-laws in effect on the Closing Date and immediately prior to the merger.
