Certificate of Incorporation and By. Laws. Parent has heretofore furnished to the Company complete and correct copies of the Parent Certificate of Incorporation and the Parent By-Laws (as defined below). Such Certificate of Incorporation and By-Laws are in full force and effect. Neither Parent nor any Parent Subsidiary is in violation of any provision of its Certificate of Incorporation, By-Laws or equivalent organizational documents.
Appears in 4 contracts
Samples: Merger Agreement (Medical Manager Corp/New/), Merger Agreement (Careinsite Inc), Merger Agreement (Healtheon Webmd Corp)
Certificate of Incorporation and By. Laws. Parent has heretofore furnished made available to the Company a complete and correct copies copy of the Parent Certificate of Incorporation and the Parent By-Laws (as defined below)of Parent and the Certificate of Incorporation and By-Laws of Merger Sub. Such Certificate Certificates of Incorporation and By-Laws are in full force and effect. Neither Parent nor any Parent Subsidiary Merger Sub is in violation of any provision of the provisions of its Certificate of Incorporation, Incorporation or By-Laws or equivalent organizational documentsLaws.
Appears in 3 contracts
Samples: Merger Agreement (Getty Images Inc), Merger Agreement (C Me Run Corp), Merger Agreement (C Me Run Corp)
Certificate of Incorporation and By. LawsLAWS. Parent has heretofore furnished to the Company a true, correct and complete and correct copies copy of the Parent Certificate Certificates of Incorporation and the Parent By-Laws (Laws, as defined below). Such Certificate amended or restated, of Incorporation each of Parent and By-Laws are in full force and effectSub. Neither Parent nor any Parent Subsidiary Sub is in violation of any provision of the provisions of its Certificate of Incorporation, Incorporation or By-Laws or equivalent organizational documentsLaws.
Appears in 2 contracts
Samples: Tender Offer Agreement and Plan of Merger (New Jersey Steel Corp), Tender Offer Agreement and Plan of Merger (Co Steel Inc)
Certificate of Incorporation and By. Lawslaws. Parent The Company has heretofore furnished made available to the Company Parent a complete and correct copies copy of the Parent Certificate of Incorporation and the Parent By-Laws (laws or equivalent organizational documents, each as defined below)amended to date, of the Company and each Subsidiary. Such Certificate Certificates of Incorporation and Incorporation, By-Laws laws or equivalent organizational documents are in full force and effect. Neither Parent the Company nor any Parent Subsidiary is in violation of any provision of the provisions of its Certificate of Incorporation, By-Laws laws or equivalent organizational documents.
Appears in 2 contracts
Samples: Merger Agreement (Invivo Corp), Agreement and Plan of Merger (Intermagnetics General Corp)
Certificate of Incorporation and By. Lawslaws. Parent has heretofore furnished to the Company a complete and correct copies copy of the Parent Certificate of Incorporation and the Parent By-Laws (as defined below). Such laws of Parent and the Certificate of Incorporation and By-Laws laws of Purchaser, each as amended to date. Such Certificates of Incorporation and By-laws are in full force and effect. Neither Parent nor any Parent Subsidiary Purchaser is in violation of any provision 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. Lawslaws. Parent has heretofore furnished to the Company a complete and correct copies copy of the Parent Certificate certificate of Incorporation incorporation and the by-laws, each as amended to date, of Parent By-Laws (as defined below)and each of its Subsidiaries, including Merger Sub. Such Certificate certificates of Incorporation incorporation and Byby-Laws laws are in full force and effect. Neither Parent nor any Parent Subsidiary of its Subsidiaries, including Merger Sub, is in violation of any provision of its Certificate certificate of Incorporation, Byincorporation or by-Laws or equivalent organizational documentslaws.
Appears in 2 contracts
Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Cell Pathways Inc /De)
