Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto.

Appears in 3 contracts

Samples: Merger Agreement (Borland Software Corp), Merger Agreement (Borland Software Corp), Merger Agreement (Starbase Corp)

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Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Decibel Therapeutics, Inc.), Merger Agreement (Checkmate Pharmaceuticals, Inc.), Agreement and Plan of Merger (Array Biopharma Inc)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, and bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Merger Agreement (Zeltiq Aesthetics Inc), Merger Agreement (Auspex Pharmaceuticals, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the certificate Certificate of incorporationIncorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are all in full force and effect.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Miramar Labs, Inc.), Merger Agreement (Sientra, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws bylaws, memorandum of association, articles of association and other charter each certificate of designation in respect of any outstanding shares of preferred stock or organizational equivalent governing documents as presently in effect of each of the respective Acquired CorporationsTarget Companies, including all amendments thereto.

Appears in 3 contracts

Samples: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Innoviva, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered or Made Available to Parent accurate and complete copies of the Company’s certificate of incorporationincorporation and bylaws, bylaws and other charter or organizational documents in each case as presently in effect amended to the date of each of the respective Acquired Corporations, including all amendments theretothis Agreement.

Appears in 2 contracts

Samples: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws and other charter or organizational documents as presently in effect of each of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kite Pharma, Inc.), Merger Agreement (Gilead Sciences Inc)

Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the currently effective certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto. The Company is not in violation of its certificate of incorporation.

Appears in 2 contracts

Samples: Merger Agreement (Riverbed Technology, Inc.), Merger Agreement (Opnet Technologies Inc)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCompany, including all amendments thereto.

Appears in 2 contracts

Samples: Merger Agreement (Exelixis Inc), Merger Agreement (Genomica Corp /De/)

Certificate of Incorporation and Bylaws. The Company has delivered made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCompany Entities, including all amendments thereto.

Appears in 2 contracts

Samples: Merger Agreement (Med-Design Corp), Merger Agreement (Specialized Health Products International Inc)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCompany, including all amendments thereto, as in effect on the date hereof, and each as so delivered is in full force and effect.

Appears in 2 contracts

Samples: Merger Agreement (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCorporation, including all amendments thereto, and each as so made available is in full force and effect on the date hereof.

Appears in 2 contracts

Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered or Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws bylaws, memorandum of association and other charter articles of association or organizational equivalent governing documents as presently in effect of each of the respective Acquired API Corporations, including all amendments thereto.

Appears in 2 contracts

Samples: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations Inc)

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Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other similar charter or and organizational documents as presently in effect of each of the respective Acquired CorporationsCorporation, including all amendments thereto, as in effect on the date hereof.

Appears in 2 contracts

Samples: Acquisition Agreement, Merger Agreement (IVERIC Bio, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered to Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter or and organizational documents as presently in effect of the Company and each of the respective Acquired CorporationsCompany's material Subsidiaries identified in Part 2.2 of the Company Disclosure Schedule, including all amendments thereto.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement (Siebel Systems Inc)

Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter or and organizational documents as presently in effect of the Company and each of the respective Acquired CorporationsCompany’s material Subsidiaries identified in Part 2.1(a)(i) of the Company Disclosure Schedule, including all amendments thereto.

Appears in 1 contract

Samples: Arrangement Agreement (Counterpath Solutions, Inc.)

Certificate of Incorporation and Bylaws. The Company has delivered heretofore made available to Parent accurate complete and complete correct copies of the Company’s and each of its Subsidiaries’ certificate of incorporationincorporation and bylaws (or comparable governing instruments), each as amended to date. The certificate of incorporation and bylaws and other charter or organizational documents as presently in effect comparable governing instruments (“Organizational Documents”) of each of the respective Acquired Corporations, including all amendments theretoCompany and its Subsidiaries so made available are in full force and effect.

Appears in 1 contract

Samples: Merger Agreement (Vicuron Pharmaceuticals Inc)

Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto.

Appears in 1 contract

Samples: Merger Agreement (Gilead Sciences Inc)

Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, incorporation and bylaws of the Company and other charter or the comparable organizational documents as presently in effect of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act), in each case, as amended, as of the respective Acquired Corporations, including all amendments theretodate hereof.

Appears in 1 contract

Samples: Merger Agreement (Applied Materials Inc /De)

Certificate of Incorporation and Bylaws. The Company has delivered Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or and organizational documents as presently in effect of each of the respective Acquired Corporations, including all amendments thereto. The Company is not in violation of its certificate of incorporation.

Appears in 1 contract

Samples: Merger Agreement (Silicon Graphics International Corp)

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