Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent copies of the certificate of incorporation and bylaws of the Company, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Forty Seven, 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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents of each of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.
Appears in 2 contracts
Samples: Merger Agreement (Enel Green Power North America, Inc.), Merger Agreement (Enernoc 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 incorporation Incorporation, bylaws and bylaws other charter and organizational documents of the Company, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Trius Therapeutics 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 incorporation Incorporation, bylaws and bylaws other charter and organizational documents of each of the CompanyAcquired Companies, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Mallinckrodt PLC), Merger Agreement (Sucampo 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 its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereofAgreement Date.
Appears in 2 contracts
Samples: Merger Agreement (Oyster Point Pharma, Inc.), Merger Agreement (Five Prime Therapeutics, 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 its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereof. The Company is not in material violation of any of the provisions of its certificate of incorporation or bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Principia Biopharma Inc.), Merger Agreement (Synthorx, Inc.)
Certificate of Incorporation and Bylaws. The Company Parent has delivered or made available Made Available to Parent the Company accurate and complete copies of the certificate of incorporation incorporation, bylaws, memorandum of association and bylaws articles of association or equivalent governing documents of each of the CompanyXxxx Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations 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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the Company, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Longboard Pharmaceuticals, Inc.), Merger Agreement (Senomyx 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 incorporation Incorporation, bylaws and bylaws other charter and organizational documents (as applicable) of each of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of the its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (RayzeBio, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives (i) accurate and complete copies of the its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereofAgreement Date and (ii) accurate and complete copies of the organizational documents of each of its Subsidiaries, including all amendments thereto, as in effect on the Agreement Date.
Appears in 2 contracts
Samples: Merger Agreement (Supernus Pharmaceuticals, Inc.), Merger Agreement (Adamas Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent copies of the certificate of incorporation and incorporation, bylaws or other equivalent constitutional documents of the Companyeach Acquired Corporation, including all amendments thereto, as in effect on the date hereofof this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Alcon Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent copies a complete and correct copy of the certificate of incorporation and bylaws of the Company, including all amendments theretobylaws, as in effect on as of the date hereofof this Agreement, of the Company and each Company Subsidiary. Such certificates of incorporation and bylaws are in full force and effect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available heretofore Made Available to Parent true, correct and complete copies of the certificate of incorporation and bylaws of the CompanyCompany as currently in effect (respectively, including the “Certificate of Incorporation” and “Bylaws”) and of the certificate of incorporation and bylaws (or similar governing documents) as currently in effect for its Subsidiaries, and all amendments thereto, as thereto currently in effect on the date hereofeffect.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the each Acquired Company, including all amendments thereto, as in effect on the date hereof, and each as so delivered is in full force and effect. The Company is not in violation of any of the material provisions of the Company’s certificate of incorporation or bylaws.
Appears in 1 contract
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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents (as applicable) of each of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereofAgreement Date.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent or its representatives copies of the certificate of incorporation Company Charter and bylaws of the CompanyCompany bylaws, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect as of the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Integra Lifesciences Holdings Corp)
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent or its counsel copies of the certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, of the Company as in effect on as of the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent copies of the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the Companyeach Acquired Corporation, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent or its representatives copies of the certificate of incorporation Company Charter and bylaws of the CompanyCompany Bylaws, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect as of the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent or Parent’s Representatives (or has publicly made available in EXXXX) accurate and complete copies of the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the each Acquired Company, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Conformis Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent true and correct copies of the certificate of incorporation Company Charter, Company bylaws and bylaws the organizational documents for each of the Company’s Subsidiaries, in each case, including all amendments thereto, as in effect on the date hereof, which organizational documents are in full force and effect.
Appears in 1 contract
Samples: Merger Agreement (Athenex, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or otherwise made available to Parent or its counsel copies of the certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, of the Company as in effect on as of the date hereofAgreement Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Millennial Media Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereof, through filings with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Akcea Therapeutics, Inc.)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to Parent copies of the certificate of incorporation and bylaws and other charter and organizational documents (as applicable) of each of the CompanyAcquired Companies, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents of each of the Company, including all amendments thereto, Acquired Corporations as in effect on the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Constellation Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws. The Company has delivered or made available to the Parent accurate and complete copies of the certificate of incorporation incorporation, articles, bylaws and bylaws other charter and organizational documents of the Company, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company has delivered or made available Made Available to Parent accurate and complete copies of the its certificate of incorporation and bylaws of the Companybylaws, including all amendments thereto, as in effect on the date hereof, which such certificate of incorporation and bylaws are in full force and effect. The Company is not in violation of any of the provisions in its certificate of incorporation or bylaws.
Appears in 1 contract
Samples: Merger Agreement (Applied Genetic Technologies Corp)
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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
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 incorporation Incorporation, and bylaws and other charter and organizational documents of each of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereofof this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Sequenom 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 of incorporation incorporation, bylaws and bylaws other charter and organizational documents of each of the CompanyAcquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Pfizer 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, bylaws and bylaws other charter and organizational documents of the Companyrespective Acquired Corporations, including all amendments thereto, as in effect on the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Genoptix Inc)