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: Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (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: Agreement and Plan of Merger (C Me Run Corp), Agreement and Plan of Merger (Getty Images Inc), C Me Run 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: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Pathways Inc /De)
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)
