Common use of Certificate of Incorporation; Bylaws; Charters and Codes of Conduct Clause in Contracts

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the Company has Made Available to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 3 contracts

Samples: Agreement of Merger (Synopsys Inc), Agreement of Merger (Nassda Corp), Agreement of Merger (Synopsys Inc)

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Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule Letter lists, and the Company has Made Available delivered to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 2 contracts

Samples: Agreement of Merger (Ipass Inc), Agreement of Merger (GoRemote Internet Communications, Inc.)

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the The Company has Made Available made available to Parent, Parent accurate and complete copies of: (a) the charters of all committees of the Company’s board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the Company has Made Available delivered to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s 's board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the Company has Made Available to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s 's board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 1 contract

Samples: Agreement of Merger (HPL Technologies Inc)

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Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the Company has Made Available delivered to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s board of directors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Mikohn Gaming Corp)

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Disclosure Schedule lists, and the Company has Made Available delivered to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s board Board of directorsDirectors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Certificate of Incorporation; Bylaws; Charters and Codes of Conduct. The Company has Made Available delivered to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of the respective Acquired Corporations, including all amendments thereto. Part 2.2 of the Company Disclosure Schedule lists, and the Company has Made Available delivered to Parent, accurate and complete copies of: (a) the charters of all committees of the Company’s board Board of directorsDirectors; and (b) any code of conduct or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations, each as in effect on the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

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