Common use of Certificate of Incorporation and Bylaws; Records Clause in Contracts

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto of the Company; (b) the stock records of the Company; and

Appears in 1 contract

Samples: Merger Agreement (Medicines Co /De)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered or made available to Parent accurate and complete copies of: (a) of the certificate of incorporation and bylawsbylaws of the Company, including all amendments thereto thereto. The Company has made available to Parent accurate and complete copies in all material respects of the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and the board of directors and all committees of the board of directors of the Company; (b) the stock records of the Company; and.

Appears in 1 contract

Samples: Merger Agreement (Pharmacopeia Inc)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (a1) the certificate Company's Certificate of incorporation Incorporation and bylaws, including all amendments thereto of the Companythereto; (b2) the stock records of the Company; andand (3) the minutes and other records of all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There has not been any violation of any of the provisions of the Company's Certificate of Incorporation

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent Buyer accurate and complete copies of: (a) the Company's certificate of incorporation and bylaws, including all amendments thereto of the Companythereto; (b) the stock records of the Company; andand (c) the minutes and other records of the meetings and other actions or proceedings

Appears in 1 contract

Samples: Merger Agreement (Digital River Inc /De)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto of the CompanyCompany Charter Documents; (b) the all stock records of the Company; andand (c) all minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the Board of Directors of the Company and all committees of the Board of Directors of the Company. The foregoing are accurate and complete in all material respects.

Appears in 1 contract

Samples: Merger Agreement (CarePayment Technologies, Inc.)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (a1) the certificate of incorporation and bylaws, including all amendments thereto thereto, of the Company; and (b2) the stock minutes and other records of the Company; andmeetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Proxymed Inc /Ft Lauderdale/)

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