Certificate and Bylaws. The copies of the Certificate of Incorporation and Bylaws of the Company which have been delivered to (or made available for inspection by) the Purchaser prior to the execution of this Agreement are true and complete and have not been amended or repealed.
Certificate and Bylaws. (a) At the Effective Time, the Company Certificate shall, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Viasystems Group, Inc.” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(b) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Viasystems Group, Inc.” and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Certificate and Bylaws. The certificate of incorporation and bylaws of the Surviving Corporation immediately after the Merger shall be the PPBI Certificate and the PPBI Bylaws as in effect immediately prior to the Merger.
Certificate and Bylaws. The Company shall have (i) adopted the Certificate of Incorporation and the Bylaws and (ii) entered into the Registration Rights Agreement.
Certificate and Bylaws. MegaSys shall have delivered a copy of the articles of incorporation of MegaSys, certified by its Chairman of the Board of Directors.
Certificate and Bylaws. Section 3.1 (g) of the Seller Disclosure Schedule contains a complete and accurate copy of the certificate of incorporation and the bylaws of the Seller, including all amendments thereto. The certificate of incorporation and the bylaws (as amended, as applicable) are in full force and effect.
Certificate and Bylaws. The Company shall have duly approved and adopted the Certificate of Incorporation and the Bylaws, and the Bankruptcy Court shall have entered an Order approving such Certificate of Incorporation and Bylaws, and they shall be in full force and effect; and
Certificate and Bylaws. (a) On or prior to the Distribution Date, Franchising shall adopt the Franchising Certificate and the Franchising Bylaws, and shall file the Franchising Certificate with the Secretary of State of the State of Delaware. Choice shall provide all necessary shareholder approvals for the Franchising Certificate prior to the filing of the Franchising Certificate with the Secretary of State of the State of Delaware.
(b) On or prior to the Distribution Date, Choice shall obtain all necessary corporate approvals (including the approval by the holders of Choice Common Stock) to the Choice Amended Certificate, and shall file the Choice Amended Certificate with the Secretary of State of the State of Delaware.
Certificate and Bylaws. The certificate of incorporation of TD Banknorth as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with its terms. The bylaws of TD Banknorth as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with its terms.
Certificate and Bylaws. On or prior to the Distribution Date, Legacy shall adopt the Legacy Certificate and the Legacy Bylaws, and shall file the Legacy Certificate with the Secretary of State of the State of Delaware.
