Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent a complete and correct copy of the certificate of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is in violation of any provision of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives prior to the date of this Agreement accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and other charter and organizational documents of each of the Acquired Entities, including all amendments thereto, as in effect on the date hereof. The Acquired Entities’ certificates of incorporation, bylaws or equivalent other charter and organizational documents, each as amended to date, of the Company documents so delivered are in full force and each of its Subsidiaries. Neither the Company nor any such Subsidiary effect and no Acquired Entity is in violation of any provision of its certificate of incorporation or bylawsthe provisions thereof.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to the Parent and the Purchaser a complete and correct copy of the certificate of incorporation and bylaws incorporation, bylaws, or equivalent other organizational documents, each documents as amended to datethe date of this Agreement, of the Company and each subsidiary of its Subsidiariesthe Company. Such certificates of incorporation, bylaws, and other organizational documents are in full force and effect. Neither the Company nor any such Subsidiary of its subsidiaries is in violation of any provision of its certificate of incorporation incorporation, bylaws, or bylawsorganizational documents.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a true, accurate and complete and correct copy of the certificate each of incorporation its and bylaws each of its Subsidiaries' Certificate of Incorporation and Bylaws or equivalent organizational documents, each as amended or restated to date, the date hereof. Such Certificate of Incorporation and Bylaws and equivalent organizational documents of the Company and each of its Subsidiaries. Neither Subsidiaries are in full force and effect, and no other organizational documents are applicable to or binding upon the Company nor any such Subsidiary is in violation of any provision of or its certificate of incorporation or bylawsSubsidiaries.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy copies of the certificate Certificate of incorporation Incorporation and bylaws or equivalent organizational documentsthe By-Laws, each as amended to datethe date of this Agreement, of the Company Company. Such Certificate of Incorporation and each of its SubsidiariesBy-Laws are in full force and effect. Neither the Company nor any such Company Subsidiary is in violation of any provision of its certificate Certificate of incorporation Incorporation, By-Laws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished or heretofore made available to Parent a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylaws or equivalent organizational documentsBylaws of the Company, each as amended to date, the date of the Company this Agreement. Such Certificate of Incorporation and each of its SubsidiariesBylaws are in full force and effect. Neither the Company nor any such Company Subsidiary is in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives accurate and complete copies of its and correct copy of the its Subsidiaries’ certificate of incorporation incorporation, bylaws and bylaws or equivalent other charter and organizational documents, each as amended to dateapplicable, of including all amendments thereto, as in effect on the Company and each of its Subsidiariesdate hereof. Neither the Company nor any such Subsidiary is of its Subsidiaries are in material violation of any provision of its the provisions of their certificate of incorporation incorporation, bylaws or bylawsother charter and organizational documents, as applicable.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy copies of the certificate of incorporation and the bylaws or the equivalent organizational documents, in each case as amended or restated to datethe date hereof, of the Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation or bylawsbylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational documents, as applicable, including all amendments thereto, of each as amended to date, of the Company and each of its SubsidiariesEntities as in effect on the date hereof. Neither the No Company nor any such Subsidiary Entity is in material violation of any provision of the provisions of its respective certificate of incorporation incorporation, bylaws or bylawsother organizational documents, as applicable.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiariesthe Company Material Subsidiaries listed in Section 4.02 of the Company Disclosure Schedule. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any such Subsidiary is in violation of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy copies of the certificate of incorporation and the bylaws or the equivalent organizational documents, in each case as amended or restated to datethe date hereof, of the Company and each of its SubsidiariesCompany. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation or bylawsbylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives accurate and complete and correct copy copies of the its certificate of incorporation and bylaws or equivalent organizational documentsbylaws, each including all amendments thereto, as amended to date, of in effect on the date hereof. The Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is not in material violation of any provision of the provisions of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent a complete and correct copy copies of the certificate of incorporation and the bylaws or the equivalent organizational documents, in each case as amended or restated to datethe date hereof, of the Company and each Company Subsidiary. None of its Subsidiaries. Neither the Company nor or any such Subsidiary of the Company Subsidiaries is in violation of any provision of its certificate of incorporation organizational documents, except such violations as would not, individually or bylawsin the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Certificate of Incorporation and Bylaws. The Company has previously furnished heretofore provided or made available to the Parent a complete and correct copy copies of its Certificate of Incorporation and Bylaws and the certificate governing documents of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its SubsidiariesSubsidiaries (other than inactive, non-operating limited liability entities with no significant assets or liabilities identified in Section 4.01 of the Company’s Disclosure Letter), in each case as amended or restated to the date hereof. Neither the The Company nor any such Subsidiary is not in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws.

Certificate of Incorporation and Bylaws. The Company Parent has previously furnished or made available to Parent Company a complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylaws or equivalent organizational documents, each Bylaws as amended to date. Such Certificate of Incorporation, Bylaws and equivalent organizational documents of the Company and each of its Subsidiariessubsidiaries are in full force and effect. Neither the Company Parent nor any such Subsidiary of its subsidiaries is in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylaws.Bylaws or equivalent organizational documents. 3.3

Certificate of Incorporation and Bylaws. The Company has previously furnished or heretofore made available to Parent a complete and correct copy of the certificate Certificate of incorporation Incorporation and bylaws or equivalent organizational documentsBylaws of the Company, each as amended to date, as of the Company date of this Agreement. Such Certificate of Incorporation and each of its SubsidiariesBylaws are in full force and effect. Neither the Company nor any such Company Subsidiary is in violation in any material respect of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has previously furnished or heretofore made available to Parent a true, correct and complete and correct copy copies of the certificate of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company as currently in effect, including all amendments thereto (respectively, the “Certificate of Incorporation” and each “Bylaws”). The Certificate of its SubsidiariesIncorporation and the Bylaws are in full force and effect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any such Subsidiary is not in violation of any provision provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available Made Available to Parent a accurate and complete and correct copy copies of the certificate of incorporation and bylaws of the Company, including all amendments thereto. Such certificate of incorporation and bylaws are in full force and effect. None of the Acquired Companies is in violation in any material respect of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is in violation of any provision of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished or heretofore made available to Parent a complete and correct copy of the certificate of incorporation and bylaws or equivalent organizational documentsother Governing Instruments of the Company and each Company Subsidiary, each as amended to date. Each such certificate of incorporation, of the Company bylaws and each of its Subsidiariesother Governing Instrument is in full force and effect. Neither the Company nor any such Company Subsidiary is in violation violation, in any material respect, of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsother Governing Instrument.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy of the certificate of incorporation and bylaws or and other equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificates of incorporation, bylaws and equivalent organizational documents are in full force and effect. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives accurate and complete copies of its and correct copy of the its Subsidiaries’ certificate of incorporation and bylaws (or equivalent organizational documents, as applicable), in each case, including all amendments thereto, as amended in effect on the date of this Agreement. Except as would not reasonably be expected to datehave a Material Adverse Effect, of the Company and each of its Subsidiaries. Neither neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation or bylawsbylaws (or equivalent organizational documents, as applicable).

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent delivered a complete true and correct copy of the certificate Certificate of incorporation Incorporation and bylaws Bylaws or equivalent organizational other charter documents, as applicable, of Company, each as amended to date, of the to Parent. Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is not in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy of the certificate of incorporation incorporation, bylaws and bylaws or other equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificates of incorporation, bylaws and equivalent organizational documents are in full force and effect. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or made available to Parent a complete and correct copy of the certificate of incorporation and bylaws or other equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Such certificates of incorporation and bylaws or equivalent organizational documents, are in full force and effect. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available Made Available to Parent a accurate and complete copies of its certificate of incorporation and correct copy of bylaws, including all amendments thereto, as in effect on the date hereof, which such certificate of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the are in full force and effect. The Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is not in violation of any provision of the provisions in its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent a complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylaws or equivalent organizational documents, each Bylaws as amended to date. Such Certificate of Incorporation, Bylaws and equivalent organizational documents of the Company and each of its Subsidiariessubsidiaries are in full force and effect. Neither the Company nor any such Subsidiary of its subsidiaries is in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives accurate and complete copies of its and correct copy of the its Subsidiaries’ certificate of incorporation and bylaws (or equivalent organizational documents, as applicable), in each case as amended to date, of in effect on the Company and each of its Subsidiariesdate hereof. Neither the Company nor any such Subsidiary of its Subsidiaries is in material violation of any provision of the provisions of its certificate of incorporation or bylawsbylaws (or equivalent organizational documents, as applicable).

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent and Merger Sub a complete and correct copy of the Company’s certificate of incorporation (the “Company Certificate”) and bylaws (the “Company Bylaws”) and the certificate of incorporation and the bylaws (or the equivalent organizational documents, ) of each Company Subsidiary in full force and effect as amended to date, of the Company and each date of its Subsidiariesthis Agreement. Neither the Company nor any such Company Subsidiary is in material violation of any provision of its certificate of incorporation or bylawsbylaws (or equivalent organizational documents).

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent Parent, prior to the execution of this Agreement, a complete and correct copy of the Company’s certificate of incorporation and bylaws or and the equivalent organizational documentsdocuments of each Material Subsidiary, in each case, as amended to datethe date of this Agreement. Such certificates of incorporation, of the Company bylaws and each of its Subsidiariesequivalent organizational documents are in full force and effect. Neither the Company nor any such Subsidiary of its Material Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation incorporation, bylaws or bylawsequivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and bylaws or equivalent other charter and organizational documentsdocuments of each Acquired Company, including all amendments thereto, as in effect on the date hereof, and each as amended to date, of the so delivered is in full force and effect. The Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is not in violation of any provision of its the material provisions of the Company’s certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives prior to the date of this Agreement accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and other charter and organizational documents of each of the Acquired Corporations, including all amendments thereto, as in effect on the date hereof. The Acquired Corporations’ certificates of incorporation, bylaws or equivalent other charter and organizational documents, each as amended to date, of the documents so delivered are in full force and effect and no Acquired Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is in violation of any provision of its certificate of incorporation or bylaws.the provisions thereof. 3.3

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and other charter and organizational documents of each Acquired Corporation, including all amendments thereto, as in effect on the date hereof. No Acquired Corporation is in material violation of any of the provisions of its respective certificate of incorporation, bylaws or equivalent other charter and organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is in violation of any provision of its certificate of incorporation or bylawsapplicable.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available Made Available to Parent a true, complete and correct copy copies of the certificate of incorporation incorporation, bylaws and bylaws or equivalent other charter and organizational documents, each as amended to date, documents of the Company and each of its Subsidiariesthe Company’s Significant Subsidiaries as in effect as of the date of this Agreement. Neither the No Acquired Company nor any such Subsidiary is in violation of any provision of its the provisions of the certificate of incorporation or bylawsbylaws (or equivalent charter and organizational documents) of such Entity, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies as a whole.

Certificate of Incorporation and Bylaws. The Company has previously heretofore furnished or otherwise made available to Parent a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries, each as currently in effect. The certificate of incorporation and the bylaws of the Company and each of its Subsidiaries are in full force and effect and no other organizational documents are applicable to or binding upon the Company or any of its Subsidiaries. Neither the Company nor any such Subsidiary is of its Subsidiaries are in violation of any provision provisions of its their respective certificate of incorporation or bylawsbylaws in any material respect.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available to Parent and Merger Sub a complete and correct copy of the Company’s certificate of incorporation (the “Company Certificate”) and the bylaws (the “Company Bylaws”) and the certificate of incorporation and the bylaws or equivalent organizational documents, of each Company Subsidiary in full force and effect as amended to date, of the Company and each date of its Subsidiariesthis Agreement. Neither the Company nor any such Company Subsidiary is in material violation of any provision of its certificate of incorporation or bylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and bylaws or equivalent other charter and organizational documentsdocuments of each Acquired Corporation, including all amendments thereto, as in effect on the date hereof, and each as amended to date, of the Company so delivered is in full force and each of its Subsidiarieseffect. Neither the Company nor any such Subsidiary No Acquired Corporation is in violation of any material provision of its certificate of incorporation or bylawsthereof.

Certificate of Incorporation and Bylaws. The Company has previously --------------------------------------- furnished or made available to Parent a complete and correct copy of the certificate its Certificate of incorporation Incorporation and bylaws or equivalent organizational documents, each Bylaws as amended to date. Such Certificate of Incorporation, Bylaws and equivalent organizational documents of the Company and each of its Subsidiariessubsidiaries are in full force and effect. Neither the Company nor any such Subsidiary of its subsidiaries is in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws or equivalent organizational documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives accurate and complete and correct copy copies of the certificate Certificate of incorporation Incorporation, bylaws and bylaws or equivalent other charter and organizational documents, documents of each as amended to date, of the Company Acquired Corporations, including all amendments thereto, as in effect on the date hereof. Each of the above mentioned documents is in full force and each effect and none of its Subsidiaries. Neither the Company nor any such Subsidiary is Acquired Corporations are in violation of any provision of its certificate of incorporation or bylawssuch documents.

Certificate of Incorporation and Bylaws. The Company has previously furnished heretofore provided or made available to the Parent a complete and correct copy copies of its Certificate of Incorporation and Bylaws and the certificate governing documents of incorporation and bylaws or equivalent organizational documents, each as amended to date, of the Company and each of its SubsidiariesSubsidiaries (other than inactive, non-operating limited liability entities with no significant assets or liabilities identified in Section 4.01 of the Company's Disclosure Letter), in each case as amended or restated to the date hereof. Neither the The Company nor any such Subsidiary is not in violation of any provision of the provisions of its certificate Certificate of incorporation Incorporation or bylawsBylaws.

Certificate of Incorporation and Bylaws. The Company has previously furnished delivered or made available to Parent a or Parent’s Representatives prior to the date of this Agreement accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and other charter and organizational documents of each of the Acquired Corporations, including all amendments thereto, as in effect on the date hereof. The Acquired Corporations’ certificates of incorporation, bylaws or equivalent other charter and organizational documents, each as amended to date, of the documents so delivered are in full force and effect and no Acquired Company and each of its Subsidiaries. Neither the Company nor any such Subsidiary is in violation of any provision of its certificate of incorporation or bylawsthe provisions thereof.

Certificate of Incorporation and Bylaws. The Company has previously furnished or made available delivered to Parent a accurate and complete and correct copy copies of the certificate of incorporation incorporation, bylaws and bylaws or equivalent other charter and organizational documents, each as amended to date, documents of the Company and each of its SubsidiariesSubsidiaries including all amendments thereto. Neither the Company nor any such Subsidiary of its Subsidiaries is in violation of any provision of the provisions of its certificate of incorporation or bylawsbylaws or equivalent governing instruments.