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 and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 7 contracts
Samples: Merger Agreement (Environmental Systems Products Inc), Merger Agreement (Select Medical of Mechanicsburg Inc), Agreement and Plan of Merger (Viad 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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 7 contracts
Samples: Merger Agreement (Cti Molecular Imaging Inc), Merger Agreement (Naturex S.A.), Merger Agreement (Ps Group 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 documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation and By-Laws or equivalent organizational documents laws are in full force and effect, and neither . None of the Company nor any Subsidiary and its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation or By-laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Spelling Entertainment Group Inc), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom 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 and By-Laws or equivalent organizational documents are in full force and effect, effect and neither no other organizational documents are applicable to or binding upon the Company. The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 4 contracts
Samples: Merger Agreement (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc), Merger Agreement (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 documents, each as amended to date, Laws of the Company and each Subsidiaryas currently in effect. Such Certificates Certificate of Incorporation and By-Laws or equivalent organizational documents ByLaws are in full force and effect, effect and neither no other organizational documents are applicable to or binding upon the Company. The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 4 contracts
Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co Inc), Merger Agreement (Mercantile Stores Co 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 Subsidiarycase as in effect on the date of this Agreement. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither Neither the Company nor any Company Subsidiary is in violation of any provision thereofits organizational or governing documents.
Appears in 3 contracts
Samples: Merger Agreement (TLB Merger Sub Inc.), Merger Agreement (Talbots Inc), Merger Agreement (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 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 and ByIncorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 3 contracts
Samples: Merger Agreement (Horowitz Seth), Merger Agreement (Everlast Worldwide Inc), Merger Agreement (Hidary Group Acquisitions, LLC)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Company Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws. 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: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
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 and Incorporation, By-Laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-Laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Merger Agreement (Genesis Microchip Inc /De), Merger Agreement (Stmicroelectronics Nv), Merger Agreement (Genesis Microchip Inc /De)
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 and By-Laws or equivalent organizational documents The Organizational Documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its Organizational Documents.
Appears in 3 contracts
Samples: Merger Agreement (Crane Co /De/), Merger Agreement (Crane Co /De/), Merger Agreement (Signal 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, Laws of the Company and each Subsidiaryas currently in effect. Such Certificates Certificate of Incorporation and By-By- Laws or equivalent organizational documents are in full force and effect, effect and neither no other organizational documents are applicable to or binding upon the Company. The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 3 contracts
Samples: Merger Agreement (Minot Mercantile Corp), Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Dillard Department Stores Inc)
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 restated certificate of incorporation (the "Certificate of Incorporation Incorporation") and the by-laws (the "By-laws or equivalent organizational documents, each as amended to date, Laws") of the Company and Company, in each Subsidiarycase as currently in effect. Such Certificates The Certificate of Incorporation and By-Laws or equivalent organizational documents of the Company, as so made available, are in full force and effect, effect and neither no other organizational documents are applicable to or binding upon the Company. The Company nor any Subsidiary is not in violation of any provision thereofprovisions of its Certificate of Incorporation or By-Laws in any material respect.
Appears in 3 contracts
Samples: Merger Agreement (Ims Health Inc), Merger Agreement (WPP Group PLC), Merger Agreement (Grey Global Group 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 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 Incorporation and Byincorporation, constating documents, by-Laws laws or equivalent organizational documents documents, as amended to date, are in full force and effect, and neither . Neither the Company nor any Company Subsidiary is in violation of any provision thereofof the provisions of its certificate of incorporation, constating 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 documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Intel Corp), Merger Agreement (McAfee, Inc.)
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 incorporation and Byby-Laws or equivalent organizational documents laws are in full force and effect, effect and neither 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 provision thereofof the provisions of its certificate of incorporation or by-laws.
Appears in 2 contracts
Samples: Merger Agreement (American Safety Razor Co), Merger Agreement (Rsa Acquisition Corp)
Certificate of Incorporation and By-Laws. The Company has ---------------------------------------- heretofore furnished made available to Parent 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 incorporation and Byby-Laws or equivalent organizational documents laws are in full force and effect, and neither 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 of any provision thereofof the provisions of its certificate of incorporation or by-laws.
Appears in 2 contracts
Samples: Merger Agreement (CLC Acquisition Corp), Merger Agreement (Coinmach Laundry Corp)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither Neither the Company nor any Subsidiary is in violation of any provision thereofof its respective Charter Documents.
Appears in 2 contracts
Samples: Merger Agreement (Artecon Inc /De/), Merger Agreement (Box Hill Systems Corp)
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 as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents as amended and restated to date. Such Certificate of Incorporation and By-Laws, as amended and restated, are in full force and effect, and neither the . The Company nor any Subsidiary is not in material violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Netgain Development Inc), Merger Agreement (Netvantage Inc)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company Parent nor any Subsidiary Acquisition Sub is in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Bridgestreet Accommodations Inc), Merger Agreement (Meristar Hotels & Resorts Inc)
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 SubsidiaryCompany. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).
Appears in 2 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Gec Acquisition Corp)
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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Thomson Corp), Merger Agreement (Thomson 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 Material Subsidiary. Such Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Microwave Power Devices Inc), Merger Agreement (Ericsson MPD Acquisition Corp)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws in any material respect.
Appears in 2 contracts
Samples: Merger Agreement (Workgroup Technology Corp), Merger Agreement (Softech 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 and Incorporation, By-Laws or laws and equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Greenwich Air Services Inc), Merger Agreement (General Electric Co)
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 Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof the provisions of its certificate of incorporation, by-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Cell Pathways 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 as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents as most recently restated and subsequently amended to date. Such Certificate of Incorporation and By-Laws are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (KKR Associates), Merger Agreement (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 certificate of Incorporation incorporation and the Byby-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates certificates of Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 2 contracts
Samples: Merger Agreement (Commonwealth Industries Inc/De/), Merger Agreement (Imco Recycling Inc)
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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any its Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Navarre Corp /Mn/), Merger Agreement (Navarre Corp /Mn/)
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 and Incorporation, By-Laws or laws and equivalent organizational organization documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (McFarland Energy Inc), Merger Agreement (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 Incorporation, by-laws and By-Laws or equivalent organizational documents of the Company and of each Significant Subsidiary are in full force and effect, and neither . Neither the Company nor any Significant Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, by-laws or equivalent organizational documents in any material respect.
Appears in 2 contracts
Samples: Merger Agreement (Interlake Corp), Merger Agreement (GKN North America 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 Laws, and has furnished or equivalent organizational documents, each as amended made available to date, of Parent the Company and each Subsidiary. Such Certificates Certificate of Incorporation and By-Laws (or equivalent organizational documents documents) of each of its subsidiaries (the "Subsidiary Documents"), in each case as amended to the date of this Agreement. Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect, and neither . Neither the Company nor any Subsidiary of its subsidiaries is in violation of any provision thereofof the provisions of such documents.
Appears in 2 contracts
Samples: Merger Agreement (Greyhound Lines Inc), Agreement and Plan of Merger (Los Buenos Leasing Co 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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Rexel Sa), Merger Agreement (Pinault Printemps Redoute Sa Et Al)
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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereofof 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 of Incorporation and the By-laws laws, or equivalent organizational documents, each as amended or restated to datethe date hereof, of the Company and each Subsidiaryof its Subsidiaries. Such Certificates Certificate of Incorporation and Incorporation, By-Laws or laws and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 2 contracts
Samples: Merger Agreement (America Online Inc), Merger Agreement (Moviefone 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 and By-Laws or equivalent organizational documents are in full force and effect, effect and neither no other organizational documents are applicable to or binding upon the Company nor any Subsidiary is in violation of any provision thereofCompany.
Appears in 2 contracts
Samples: Merger Agreement (About Com Inc), Merger Agreement (About Com 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 and By-Laws or equivalent organizational documents laws are in full force and effect, and neither . Neither the Company nor any its Subsidiary is in material violation of any provision thereofof the provisions of its Certificate of Incorporation or By-laws.
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 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 and By-Laws or equivalent organizational documents laws are in full force and effect, and neither . None of the Company nor any Subsidiary and its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation or By-laws.
Appears in 2 contracts
Samples: Merger Agreement (Aqua Alliance Inc), Merger Agreement (Vivendi)
Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a and Merger Sub an accurate and 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 SubsidiaryCompany. Such Certificates certificate of Incorporation incorporation and Byby-Laws or equivalent organizational documents laws are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof its certificate of incorporation or by-laws.
Appears in 2 contracts
Samples: Merger Agreement (Luxottica Group Spa), Merger Agreement (Cole National Corp /De/)
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 Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents documents, as amended to date, are in full force and effect, and neither . Neither the Company nor any Subsidiary is in material violation of any provision thereofof the provisions of its certificate of incorporation, by-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Unilab Corp /De/), Merger Agreement (Quest Diagnostics 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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Bio Logic Systems Corp), Merger Agreement (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 documents, each as amended to date, of the Company and each SubsidiarySubsidiary (collectively, the "Organizational Documents"). Such Certificates of Incorporation and By-Laws or equivalent organizational documents The Organizational Documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its Organizational Documents.
Appears in 2 contracts
Samples: Merger Agreement (Lecroy Corp), Merger Agreement (Computer Access 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 Subsidiary. Such Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, . The Company and neither the Company nor any each Subsidiary is are not in violation of any provision thereofof the provisions of their respective Certificates of Incorporation or By-laws (or equivalent organizational documents).
Appears in 1 contract
Samples: Merger Agreement (Vivra 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 Material Subsidiary. Such Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof 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 its Restated 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 and By-Laws or equivalent organizational documents laws as amended to date (the "Company Charter Documents"). Such Company Charter Documents are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of the Company Charter Documents, except for violations of the Company Charter Documents which do not and are not reasonably likely to materially interfere with the operations of the Company.
Appears in 1 contract
Samples: Merger Agreement (Innerdyne 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 and Incorporation, By-Laws or laws and equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its respective 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, 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 and By-Laws laws, or equivalent organizational documents documents, of Parent and each of its Subsidiaries are in full force and effect, and neither the Company . Neither Parent nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (Conagra Inc /De/)
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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof 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 (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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in material violation of any provision thereofof 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 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 and By-Laws or equivalent organizational documents By- laws are in full force and effect, and neither . None of the Company nor any Subsidiary and its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation or By- laws.
Appears in 1 contract
Samples: Merger Agreement (Aqua Alliance 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 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 Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 1 contract
Samples: Merger Agreement (Checkers Drive in Restaurants Inc /De)
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 Laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary(collectively, the "Organizational Documents"). Such Certificates of Incorporation and By-Laws or equivalent organizational documents Organizational Documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
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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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof 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, 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 and Incorporation, By-Laws or laws and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect, and neither . Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (Inacom Corp)
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 by- laws or equivalent organizational documents, as amended or restated to the Bydate hereof. Such Certificate of Incorporation and by-laws, as amended, and equivalent organizational documents of the Company are in full force and effect. The Company is not in violation of any of the provisions of its Certificate of Incorporation or by-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Appears in 1 contract
Samples: Master Agreement
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 and Incorporation, By-Laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof 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 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 incorporation and Bythe by-Laws or equivalent organizational documents laws of the Company and each of its subsidiaries are in full force and effect, effect and neither 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 provision thereofprovisions of their respective certificate of incorporation or by-laws.
Appears in 1 contract
Samples: Merger Agreement (Ecollege Com)
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 Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither . None of the Company nor any Subsidiary or its Subsidiaries is in violation of any provision thereofof 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 documentslaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Certificates Certificate of Incorporation and By-Laws or equivalent organizational documents laws are in full force and effect, and neither . Neither the Company nor any Material Subsidiary is in material violation of any provision thereofof 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 Material Company Subsidiary. Such The Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents of the Company and each Material Company Subsidiary are in full force and effect, and neither . Neither the Company nor any Material Company Subsidiary is in material violation of any provision thereofof 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 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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof 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 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 Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its certificate of incorporation, by-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (Hochtief Ag)
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 and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (McKesson Corp)
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 and By-Laws or equivalent organizational documents Organizational Documents are in full force and effect, and neither . Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof its 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 SubsidiarySubsidiary as in effect on the date hereof and including all amendments thereto and restatements thereof. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither Neither the Company nor any Subsidiary is in violation of any provision thereofof its certificate of incorporation or Bylaws, as amended and restated.
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 the Company and each Subsidiaryof its Subsidiaries have been made available to Parent. Such The Certificates of Incorporation and Incorporation, By-Laws or laws and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect, and neither . Neither the Company nor any Subsidiary of its Subsidiaries is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (Hudson James T)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
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 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 and By-Laws or equivalent organizational documents laws are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof its Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Merger Agreement (SCS Compute 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 and Incorporation, By-Laws or laws and equivalent organizational documents are in full force and effect, and neither . Neither the Company nor any Subsidiary is in violation of any provision thereofof its Certificate of Incorporation, By-laws or equivalent organizational documents.
Appears in 1 contract
Samples: Merger Agreement (Unc Inc)
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 and By-Laws or equivalent organizational documents are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofmaterial provisions of its Certificate of Incorporation or By-Laws.
Appears in 1 contract
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 as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents as amended to date. Such Certificate of Incorporation and By-Laws are in full force and effect, and neither the . The Company nor any Subsidiary is not in violation of any provision thereofof the provisions of its Certificate of Incorporation or By-Laws.
Appears in 1 contract
