Certificate of Incorporation and Bylaws; Corporate Records Sample Clauses

Certificate of Incorporation and Bylaws; Corporate Records. Except as set forth on Schedule 2.5, the Company has made available to the Buyer true and complete copies of (a) the Company Certificate of Incorporation, certified by the Secretary of State of Delaware, and the Company Bylaws, in each case as amended and as presently in effect, and (b) the minute books since November 1, 2012, and stock records of the Company. Except as set forth on Schedule 2.5, the minute books contain, respectively, records of all meetings and consents in lieu of meetings of the Company Board or of the Stockholders since the time of the Company’s incorporation and are true and complete in all material respects. 25
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Certificate of Incorporation and Bylaws; Corporate Records. The Company has previously made available to the Buyer true and complete copies of (a) the Company Certificate of Incorporation, certified by the Secretary of the State of Delaware, and the Company Bylaws, in each case as amended and as presently in effect, and (b) the minute books and stock records of the Company. Such minute books contain, respectively, records of all meetings and consents in lieu of meetings of the board of directors or other governing body of the Company and of the Stockholders since the time of the Company’s incorporation that are true and complete in all material respects. The Company is not in violation of the Company Certificate of Incorporation or other organizational or governing documents.
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Certificate of Incorporation and Bylaws; Corporate Records. Arbortext has previously provided or otherwise made available to PTC true and complete copies of (a) the Arbortext Certificate of Incorporation, certified by the Secretary of the State of Delaware, and Bylaws, in each case as amended and as presently in effect and (b) the organizational or governing documents of each of its Subsidiaries, in each case as amended and as presently in effect. The minute books (or other records of the meetings of directors and stockholders) and stock records of Arbortext and each of its Subsidiaries contain, respectively, records of all meetings and consents in lieu of meetings of the board of directors or other governing body of Arbortext and each Subsidiary and of the Stockholders and the equity holders of each Subsidiary since the time of Arbortext's or such Subsidiary's incorporation that are true and complete in all material respects and accurately reflect all actions taken by such bodies, respectively, and all other transactions referred to in such minutes and consents in lieu of meetings. None of Arbortext and its Subsidiaries is in violation of its Certificate of Incorporation or other organizational or governing documents.
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Certificate of Incorporation and Bylaws; Corporate Records. The Company has delivered or made available to Acquiror accurate and complete copies of the certificate of incorporation and bylaws, including all amendments thereto, of the Company and all Company Subsidiaries. The minute books of the Company and all Company Subsidiaries are true, correct, complete and current in all material respects and contain records of all material actions taken by their respective stockholders and board of directors (and committees thereof), and all signatures contained therein are the true signatures of the persons whose signatures they purport to be. The stock ledgers of the Company and all Company Subsidiaries are true, correct, complete and current in all respects. Part 2.2 of the Company Disclosure Schedule sets forth a true, correct and complete list of the names and titles of all officers and directors of the Company and all Company Subsidiaries.
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Certificate of Incorporation and Bylaws; Corporate Records. Except as set forth on Schedule 2.5 of the Company Disclosure Schedule, the Company has previously made available to the Buyer true and complete copies of (a) the Company Certificate of Incorporation, certified by the Secretary of State of Delaware, and the Company Bylaws, in each case as amended and as presently in effect, and (b) the minute books since January 1, 2011, and stock records of the Company. The minute books contain, respectively, records of all meetings and consents in lieu of meetings of the board of directors or other governing body of the Company and of the Stockholders since the time of the Company’s incorporation that are true, accurate and complete in all material respects. The Company has not violated and is not in violation of the Company Certificate of Incorporation, the Company Bylaws or other organizational or governing documents.
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Certificate of Incorporation and Bylaws; Corporate Records. Company has previously furnished to Purchaser a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to date (together, the "COMPANY CHARTER DOCUMENTS"). Such Company Charter Documents are in full force and effect. Company is not in violation of any of the provisions of the Company Charter Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders, board of directors, and committees thereof. The copies of the corporate records of the Company, as made available to the Purchaser for review, are true and complete copies of the originals of such documents.
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Related to Certificate of Incorporation and Bylaws; Corporate Records

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • 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.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

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