Certificates of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of the certificate of incorporation and the by-laws of the Company and each Significant Subsidiary of the Company as currently in effect. The certificate of incorporation and by-laws of the Company and each Significant Subsidiary are in full force and effect and no other organizational documents are applicable to or binding upon the Company or any Significant Subsidiary. Neither the Company nor any Significant Subsidiary is in violation of any of the provisions of its certificate of incorporation or by-laws.
Certificates of Incorporation and By-Laws. (a) The Certificate of Incorporation of the surviving corporations of the Mergers shall be amended at the Effective Time to read in the form of (i) Exhibit A-1, in the case of LMC USA II, Inc., (ii) Exhibit A-2, in the case of LMC USA III, Inc., (iii) Exhibit A-3, in the case of LMC USA IV, Inc. and (iv) Exhibit A-4, in the case of LMC USA V, Inc. and, in each case, such Certificate of Incorporation, as so amended, shall be the Certificate of Incorporation of such surviving corporation until thereafter changed or amended as provided therein or by applicable law.
(b) The By-laws of each Merger Subsidiary as in effect immediately prior to the Effective Time shall be the By-laws of the surviving corporation of the Merger to which such Merger Subsidiary is a party until thereafter changed or amended as provided therein or by Applicable Law.
Certificates of Incorporation and By-Laws. The Company has heretofore furnished to Newco complete and correct copies of the certificate of incorporation and the by-laws of the Company and each of its Subsidiaries as currently in effect. Such certificates of incorporation and by-laws are in full force and effect and no other organizational documents are applicable to or binding upon the Company or such Subsidiaries. The Company and its Subsidiaries are not in violation of any of the provisions of their respective certificates of incorporation or by-laws.
Certificates of Incorporation and By-Laws. (a) aaiPharma shall take, and shall cause Holding Company to take, all requisite action to cause the certificate of incorporation of Holding Company to be in the form of Annex 1, with such changes as CIMA and aaiPharma may agree prior to the Effective Time (the "HoldCo Charter") immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law.
(b) The certificate of incorporation of aaiPharma, as in effect immediately before the Effective Time, shall be amended in the aaiPharma Merger to read in its entirety as specified in Annex 2 and, as so amended, shall be the certificate of incorporation of aaiPharma Surviving Corporation as of the Effective Time until thereafter changed or amended as provided therein or by applicable Law.
(c) The certificate of incorporation of CIMA, as in effect immediately before the Effective Time, shall be amended in the CIMA Merger to read in its entirety as specified in Annex 3 and, as so amended, shall be the certificate of incorporation of CIMA Surviving Corporation as of the Effective Time until thereafter changed or amended as provided therein or by applicable Law.
(d) aaiPharma shall take, and shall cause Holding Company to take, all requisite action to cause the by-laws of Holding Company to be in the form of Annex 4, with such changes as CIMA and aaiPharma may agree prior to the Effective Time (the "HoldCo By-Laws") immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law.
(e) The by-laws of S MergerCo, as in effect immediately before the Effective Time, shall be the by-laws of aaiPharma Surviving Corporation as of the Effective Time until thereafter changed or amended as provided therein or by applicable Law. Such bylaws shall not be inconsistent with Section 6.10(b).
(f) The by-laws of C MergerCo, as in effect immediately before the Effective Time, shall be the by-laws of CIMA Surviving Corporation as of the Effective Time until thereafter changed or amended as provided therein or by applicable Law. Such bylaws shall not be inconsistent with Section 6.10(b).
Certificates of Incorporation and By-Laws. The copies of (i) the charter of each of the Consumers Companies and all amendments thereto to date, as certified by the applicable State or Island governmental authority, and (ii) the bylaws of each of the Consumers Companies, as amended to date, and as certified by each company's respective Corporate Secretary as being complete and correct, which have been delivered to LaSalle, are complete and correct.
Certificates of Incorporation and By-Laws. Neither Parent nor Parent Sub is in violation of any of the provisions of its Certificate of Incorporation or By-Laws, respectively, in each case as amended or restated.
Certificates of Incorporation and By-Laws. Parent has heretofore furnished to the Company a complete and correct copy of the Certificates of Incorporation and the By-Laws, as amended or restated, of each of Parent and Parent Sub. Neither Parent nor Parent Sub is in violation of any of the provisions of its Certificate of Incorporation or By-Laws.
Certificates of Incorporation and By-Laws. The certificates or articles of incorporation of the Reorganized Debtors shall be amended on terms reasonably acceptable to the Commitment Creditors and the Backstop Shareholders, and the by-laws of the Reorganized Debtors shall be amended on terms acceptable to the Commitment Creditors and the Backstop Shareholders, in each case, including to satisfy the provisions of the Plan and the Bankruptcy Code, shall be included in the Plan Supplement, and, among other things, (i) shall include pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities at emergence, but only to the extent required by section 1123(a)(6) of the Bankruptcy Code and without waiver of any right to further modify or amend the certificates or articles of incorporation and by-laws of the Reorganized Debtors as permitted therein and pursuant to applicable non-bankruptcy law on and after the Effective Date, (ii) to the extent necessary or appropriate, shall include such provisions as may be needed to effectuate and consummate the Plan and the transactions contemplated herein and (iii) shall include, in a transitory article of the by-laws for LATAM Parent, an increase of the threshold for LATAM Parent shareholder approval of corporate actions identified in the second paragraph of Section 67 of Law 18,046 to 73% of shareholders of the Reorganized Debtors for two (2) years. The foregoing amendments shall be included in the Plan Supplement.
Certificates of Incorporation and By-Laws. The Company has heretofore furnished to Purchaser complete and correct copies of the Certificate of Incorporation and the By-Laws of the Company, which are in full force and effect on the date hereof. The Company will provide complete and correct copies of the comparable charter documents of each of its subsidiaries promptly following the date hereof. The Company and its subsidiaries are not in violation of any of the provisions of their respective Certificates of Incorporation, By-Laws or other charter documents.
Certificates of Incorporation and By-Laws. TARGET has heretofore furnished to ACQUIROR complete and correct copies of the Certificates of Incorporation and the By-Laws of TARGET. TARGET is not in violation of any of the provisions of its Certificate of Incorporation or By-Laws.
