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.
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. 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. 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. (a) The Amended and Restated Certificate of Incorporation of Heinz (the “Heinz Charter”) and the Amended and Restated By-laws of Heinz (the “Heinz By-laws”) shall each be amended and restated immediately prior to the Effective Time to read in the form of Exhibit A (the “New Heinz Charter”) and Exhibit B (the “New Heinz By-laws”), respectively, and the New Heinz Charter and the New Heinz By-laws shall be the certificate of incorporation and by-laws of Heinz until thereafter changed or amended as provided therein or by applicable Law. Heinz shall file the New Heinz Charter with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. As a result of the amendment to the Heinz Charter pursuant to this Section 1.05(a), each share of common stock of Heinz, par value $0.01 per share (the “Heinz Common Stock”), issued and outstanding immediately prior to the Effective Time (including shares of Heinz Common Stock to be issued immediately prior to such amendment pursuant to the Equity Investment) shall be converted (the “Pre-Closing Heinz Share Conversion”) into 0.443332 of a share (the “Heinz Share Conversion Ratio”) of Heinz Common Stock. No fractional shares of Heinz Common Stock shall be issued in connection with the Pre-Closing Heinz Share Conversion, and each holder of shares of Heinz Common Stock converted pursuant to the Pre-Closing Heinz Share Conversion who would otherwise have been entitled to receive a fraction of a share of Heinz Common Stock shall receive cash in lieu thereof in accordance with the New Heinz Charter. In connection with the Pre-Closing Heinz Share Conversion, the number of shares of Heinz Common Stock issuable upon the exercise of the Heinz Warrants shall automatically be adjusted in accordance with the terms of the Heinz Warrants.
Certificates of Incorporation and By-Laws. Copies of (a) the certificates of incorporation of each of the Company and its Subsidiary, as certified by the Secretary of State of its respective state of incorporation, and (b) the by-laws of the Company and its Subsidiary, certified by the secretary of the Company or of its Subsidiary, have been made available to the Buyer, and such copies are each true and complete copies of such instruments as amended and in effect on the date hereof. Neither the Company nor its Subsidiary has taken any action in violation or derogation of its certificate of incorporation or by-laws.
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. 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. ii.
Certificates of Incorporation and By-Laws. The Company has furnished to Parent true, correct and complete copies of the Certificates of Incorporation and the By-Laws, in each case as in effect on the date hereof, of the Company and Subsidiary. Neither the Company nor Subsidiary is in violation of any of the provisions of its Certificate of Incorporation or By-Laws. SECTION 4.03
