Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Chirex Inc), Agreement and Plan of Merger (Ps Group Holdings Inc), Agreement and Plan of Merger (Baycorp Holdings LTD)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, Incorporation and By-laws Laws or equivalent organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documentsprovision thereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Intensiva Healthcare Corp), 8 Agreement and Plan of Merger (Environmental Systems Products Inc), Agreement and Plan of Merger (Wellman North America Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, Laws of the Company and each Subsidiaryas currently in effect. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents Incorporation and ByLaws are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, Laws of the Company and each Subsidiaryas currently in effect. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Itt Industries Inc), Agreement and Plan of Merger (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents are in full force and effect. Neither None of the Company nor any Subsidiary and its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentslaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Certificate of Incorporation and By-Laws. The copies of the Company Certificate of Incorporation and the Company By-Laws, which were previously furnished or made available to Parent, are complete and correct, in each case as in effect on the date of this Agreement. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation charter and the Byby-laws (or equivalent organizational documents), and all amendments thereto, of each as amended to date, of the Company and Subsidiaries, in each Subsidiary. Such Certificates case as in effect on the date of Incorporation, By-laws or equivalent organizational documents are in full force and effectthis Agreement. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws organizational or equivalent organizational governing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (California Pizza Kitchen, Inc.)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws Laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws Laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws Laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Stmicroelectronics Nv), Agreement and Plan of Merger (Genesis Microchip Inc /De)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation or other constating documents and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates certificates of Incorporationincorporation, Byconstating documents, by-laws or equivalent organizational documents documents, as amended to date, are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byconstating document, by-laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Arrangement Agreement (Tailwind Financial Inc.), Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Arrangement Agreement (L-1 Identity Solutions, Inc.)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws, each as amended to date, of the Company and each Company Subsidiary. Such Certificates of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws. True and complete copies of all minute books of the Company have been made available by the Company to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, Laws of the Company and each Subsidiaryas currently in effect. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents Incorporation and By- Laws are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Minot Mercantile Corp), Agreement and Plan of Merger (Dillard Department Stores Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, Byby-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Hidary Group Acquisitions, LLC)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of each of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiarySubsidiary (collectively, the "Organizational Documents"). Such Certificates of Incorporation, By-laws or equivalent organizational documents The Organizational Documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documentsOrganizational Documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation in any material respect of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (McAfee, Inc.)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished delivered to Parent a true, complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents(each such document being referred to in this Agreement as a "Charter Document"), each as amended to datethe date hereof, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documentsrespective Charter Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Box Hill Systems Corp), Agreement and Plan of Merger (Artecon Inc /De/)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documents, each Laws as most recently restated and subsequently amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KKR Associates), Agreement and Plan of Merger (Live Entertainment Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bio Logic Systems Corp), Agreement and Plan of Merger (Natus Medical Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each the Subsidiary. Such Certificates of Incorporation, Incorporation and By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any its Subsidiary is in material violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentslaws.
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiarySubsidiary (collectively, the "Organizational Documents"). Such Certificates of Incorporation, By-laws or equivalent organizational documents The Organizational Documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documentsOrganizational Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lecroy Corp), Agreement and Plan of Merger (Computer Access Technology Corp)
Certificate of Incorporation and By-Laws. The Company has ---------------------------------------- heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rexel Sa), Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent and Purchaser a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents are in full force and effect. Neither None of the Company nor any Subsidiary and its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentslaws.
Appears in 2 contracts
Samples: Agreement and Plan (Vivendi), Agreement and Plan (Aqua Alliance Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, Incorporation and By-laws Laws or equivalent organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documentsprovision thereof. Section 3.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viad Corp), Agreement and Plan of Merger (Moneygram Payment Systems Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished or made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each Laws as amended to date, of the Company and each Subsidiarycurrently in effect. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither effect and no other organizational documents are applicable to or binding upon the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (About Com Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy copies of the Certificate Certificates of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or and equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Greenwich Air Services Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents of the Company and each of its Subsidiaries have been made available to Parent and are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Carreker Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryits Subsidiaries. Such Certificates Certificate of Incorporation, By-laws or and equivalent organizational organization documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (McFarland Energy Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent and the Purchaser a complete and correct copy of the Certificate of Incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Significant Subsidiary. Such Certificates of Incorporation, Byby-laws or and equivalent organizational documents of the Company and of each Significant Subsidiary are in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, Byby-laws or equivalent organizational documentsdocuments in any material respect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GKN North America Inc), Agreement and Plan of Merger (Interlake Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent and the Purchaser a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documentslaws, each as amended to datethe date hereof, of the Company and each Subsidiaryits subsidiaries. Such Certificates articles of Incorporation, Byincorporation and by-laws or equivalent organizational documents are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company or any of its subsidiaries. Neither the Company nor any Subsidiary of its subsidiaries is in violation in any material respect of any of the provisions of its Certificate certificate of Incorporation, Byincorporation or by-laws or equivalent organizational documentslaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
Certificate of Incorporation and By-Laws. The Company has Each of Parent and Acquisition Sub have heretofore furnished to Parent the Company a true, complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the Company Parent nor any Subsidiary Acquisition Sub is in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bridgestreet Accommodations Inc), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thomson Corp), Agreement and Plan of Merger (Thomson Corp)
Certificate of Incorporation and By-Laws. The Company ----------------------------------------- has heretofore furnished or made available to Parent a complete and correct copy copies of the Certificate certificate of Incorporation incorporation and the By-laws bylaws or the equivalent organizational documents, in each case as amended or restated to datethe date hereof, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effectCompany. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions of its Certificate certificate of Incorporation, By-laws incorporation or bylaws (or equivalent organizational documents).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, Laws of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (C Me Run Corp), C Me Run Corp
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Novartis Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates certificates of Incorporationincorporation, Byby-laws or equivalent organizational documents documents, as amended to date, are in full force and effect. Neither the Company nor any Subsidiary is in material violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byby-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
Certificate of Incorporation and By-Laws. The Company has heretofore made available or otherwise furnished to Parent a complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws in any material respect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Softech Inc), Agreement and Plan of Merger (Workgroup Technology Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each its Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any its Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navarre Corp /Mn/), Agreement and Plan of Merger (Navarre Corp /Mn/)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryits Subsidiaries. Such Certificates certificate of Incorporationincorporation, Byby-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byby-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cell Pathways Inc /De), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Material Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Ericsson MPD Acquisition Corp, Microwave Power Devices Inc
Certificate of Incorporation and By-Laws. The Company has ---------------------------------------- heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blackbird Acquisition Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the its Restated Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of date (the "Company and each SubsidiaryCharter Documents"). Such Certificates of Incorporation, By-laws or equivalent organizational documents Company Charter Documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate the Company Charter Documents, except for violations of Incorporation, By-laws or equivalent organizational documentsthe Company Charter Documents which do not and are not reasonably likely to materially interfere with the operations of the Company.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a True, correct and complete and correct copy copies of the Certificate Certificates of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of Parent and Merger Sub have been made available to the Company and each SubsidiaryCompany. Such The Certificates of Incorporation, Incorporation and By-laws laws, or equivalent organizational documents documents, of Parent and each of its Subsidiaries are in full force and effect. Neither the Company Parent nor any Subsidiary of its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has ---------------------------------------- heretofore furnished or otherwise made available to Parent a true, complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the each of its Certificate of Incorporation and the By-by- laws or equivalent organizational documents, each as amended or restated to datethe date hereof. Such Certificate of Incorporation and by-laws, as amended, and equivalent organizational documents of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, ByIncorporation or by-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Master Agreement
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Material Company Subsidiary. Such The Certificates of Incorporation, By-laws or equivalent organizational documents of the Company and each Material Company Subsidiary are in full force and effect. Neither the Company nor any Material Company Subsidiary is in material violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished delivered to the Parent a true and complete and correct copy copies of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, Bylaws of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are Subsidiary as in full force effect on the date hereof and effectincluding all amendments thereto and restatements thereof. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate certificate of Incorporationincorporation or Bylaws, By-laws or equivalent organizational documentsas amended and restated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gibraltar Industries, Inc.)
Certificate of Incorporation and By-Laws. (a) The Company has heretofore furnished to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates certificate of Incorporation, Byincorporation and by-laws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Subsidiary is not in material violation of any of the provisions of its Certificate certificate of Incorporation, Byincorporation or by-laws or equivalent organizational documentslaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dade Behring Holdings Inc)
Certificate of Incorporation and By-Laws. The Company ---------------------------------------- has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cousin Acquisition Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documents, each Laws as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect, and true and correct copies of each of such documents have been delivered or made available to Parent. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Innovation Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation (the "Certificate of Incorporation") and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in material violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate each of its and each of its Subsidiaries' Certificates of Incorporation and the Byby-laws or equivalent organizational documents, each as amended or restated to datethe date hereof. Such Certificates of Incorporation and by-laws, as amended, and equivalent organizational documents of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents its Subsidiaries are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.force
Appears in 1 contract
Samples: Agreement and Plan of Merger (Geltex Pharmaceuticals Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryof its Subsidiaries. Such Certificates certificates of Incorporationincorporation, Byby-laws or equivalent organizational documents are in full force and effect. Neither None of the Company nor any Subsidiary or its Subsidiaries is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byby-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Scientific Corp)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiaryTurnxx Xxxstruction Company, a New York corporation and wholly owned subsidiary of the Company. Such Certificates certificates of Incorporationincorporation, Byby-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byby-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate each of its and each of its Subsidiaries' Certificates of Incorporation and the Byby-laws or equivalent organizational documents, each as amended or restated to datethe date hereof. Such Certificates of Incorporation and by-laws, as amended, and equivalent organizational documents of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents its Subsidiaries are in full force and effect. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions of its Certificate of Incorporation, ByIncorporation or by-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sunpharm Corporation)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a True, correct and complete and correct copy copies of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryhave been delivered to Parent. Such Certificates The Certificate of Incorporation, By-laws or and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished or made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws Laws or equivalent organizational documents, each as amended to date, of the Company and each Material Subsidiary. Such Certificates of Incorporation, By-laws Laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws Laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions provision of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentslaws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a true, complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws, each as amended to date, and has furnished or made available to Parent the certificate of incorporation and by-laws (or equivalent organizational documents) of each of its subsidiaries (the Company and each Subsidiary"Subsidiary Documents"). Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any Subsidiary of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws Laws or equivalent organizational documentsSubsidiary Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy copies of the Certificate Certificates of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or and equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its respective Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Target Therapeutics Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a true, complete and correct copy of the its Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the material provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Simulations Plus Inc)
Certificate of Incorporation and By-Laws. The Company ---------------------------------------- has heretofore furnished to Parent a complete and correct copy copies of the Certificate Certificates of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or and equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), and By-laws and each of its subsidiaries' charter and By-laws, as amended to date. The Company's Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, subsidiary's charter and By-laws or equivalent organizational documents are in full force and effect. Neither The Company and each subsidiary of the Company nor any Subsidiary is are not in violation of any of the provisions of its Certificate of Incorporation, charter and By-laws or equivalent organizational documentslaws, as the case may be.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws, and has furnished or made available to Parent the Certificate of Incorporation and the By-laws Laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary Documents"), in each case as amended to date, the date of the Company and each Subsidiarythis Agreement. Such Certificates Certificate of Incorporation, By-laws or equivalent organizational documents Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any Subsidiary of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational such documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a True, correct and complete and correct copy copies of the Certificate Certificates of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryof its Subsidiaries have been made available to Parent. Such The Certificates of Incorporation, By-laws or and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryof its subsidiaries, each as currently in effect. Such Certificates The certificate of Incorporation, Byincorporation and the by-laws or equivalent organizational documents of the Company and each of its subsidiaries are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company or any of its subsidiaries. Neither the Company nor any Subsidiary is of its subsidiaries are in violation of any of the provisions of its Certificate their respective certificate of Incorporation, Byincorporation or by-laws or equivalent organizational documentslaws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a and Merger Sub complete and correct copy copies of the its and each of its Subsidiaries' Certificate of Incorporation and the By-laws (or equivalent similar organizational documents) (collectively, the "Organizational Documents"), each as amended to date, of the Company and each Subsidiarydate hereof. Such Certificates of Incorporation, By-laws or equivalent organizational documents Organizational Documents are in full force and effect. Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws or equivalent organizational documentsOrganizational Documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent and Purchaser a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, By-Incorporation and By- laws or equivalent organizational documents are in full force and effect. Neither None of the Company nor any Subsidiary and its Subsidiaries is in violation of any of the provisions provision of its Certificate of Incorporation, By-laws Incorporation or equivalent organizational documentsBy- laws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Material Subsidiary is in material violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws (or equivalent organizational documents), each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the The Company nor any and each Subsidiary is are not in violation of any of the provisions of its Certificate their respective Certificates of Incorporation, Incorporation or By-laws (or equivalent organizational documents).
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Material Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Credit Suisse Group /Fi)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate certificate of Incorporation incorporation or other constating document and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates certificates of Incorporationincorporation, Byconstating documents, by-laws or equivalent organizational documents documents, as amended to date, are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Byconstating document, by-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Arrangement Agreement (L-1 Identity Solutions, Inc.)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documentsLaws of the Company, each as amended to date, of the Company and each Subsidiary. Such Certificates Certificate of Incorporation, Incorporation and By-laws or equivalent organizational documents Laws are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or By-laws or equivalent organizational documentsLaws.
Appears in 1 contract
