Certificates of Incorporation and Bylaws. SUT has heretofore delivered or made available to Buyer a complete and correct copy of the Certificate of Incorporation and Bylaws, or equivalent organizational documents, each as amended to date, of each member of the DNE Group. Such organizational documents are in full force and effect. No member of the DNE Group is in violation of each of the provisions of its organizational documents.
Certificates of Incorporation and Bylaws. SUT and STI have heretofore delivered or made available to Buyer a complete and correct copy of the Certificate of Incorporation and Bylaws, or equivalent organizational documents, each as amended to date, of each member of the Superior Israel Group. Such organizational documents are in full force and effect. Neither member of the Superior Israel Group is in violation of any of the provisions of its organizational documents.
Certificates of Incorporation and Bylaws. Parent has previously furnished to Company a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to date, and Merger Sub has previously furnished to Company a complete and correct copy of its Articles of Incorporation and Bylaws as amended to date. Such Certificate of Incorporation or Articles of Incorporation, as the case may be, and Bylaws are in full force and effect. Neither Parent nor any of its subsidiaries is in violation of any of the provisions of their Certificate of Incorporation or Articles of Incorporation, as the case may be, or Bylaws or equivalent organizational documents.
Certificates of Incorporation and Bylaws. (a) At the Effective Time, the certificate of incorporation of Siebel shall be the certificate of incorporation of the Siebel Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.
(b) At the Initial Effective Time, the certificate of incorporation of Oracle shall be the certificate of incorporation of the Oracle Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law; provided that the certificate of incorporation of Oracle Surviving Corporation shall be amended at the Initial Effective Time as required or permitted by Section 251(g) of the DGCL to reflect the changes on Exhibit E hereto.
(c) At the Effective Time, the bylaws of Siebel shall be the bylaws of the Siebel Surviving Corporation, and at the Initial Effective Time, the bylaws of Oracle shall be the bylaws of the Oracle Surviving Corporation.
(d) The certificate of incorporation and bylaws of Parent in effect immediately after the Initial Effective Time will contain provisions identical to the certificate of incorporation and bylaws of Oracle in effect immediately before the Initial Effective Time, in each case other than as required or permitted by Section 251(g) of the DGCL, and the name of Parent immediately after the Initial Effective Time shall be Oracle Corporation.
Certificates of Incorporation and Bylaws. Holding Company has delivered to FBOP true and complete copies of its and each of the Subsidiaries' Certificates of Incorporation and Bylaws as in effect as of the date hereof, and in the case of Savings Institution, has delivered true and complete copies of Savings Institution's Federal Stock Charter and Bylaws.
Certificates of Incorporation and Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company as the Surviving Corporation shall be amended to be identical to that set forth in Exhibit A hereto until thereafter amended in accordance with Applicable Law and the applicable provisions of the certificate of incorporation of the Surviving Corporation (subject to Section 6.7).
(b) At the Effective Time, and without any further action on the part of the Company and Acquisition Sub, the bylaws of Acquisition Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (except the references to Acquisition Sub’s name shall be replaced by references to “Harvest Capital Credit Corporation”), until thereafter amended in accordance with Applicable Law and the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation (subject to Section 6.7).
(c) The certificate of incorporation of Parent, as in effect immediately prior to the Second Effective Time, shall continue to be Parent’s certificate of incorporation after the Second Effective Time, until later amended as provided by Law and such certificate of incorporation. The bylaws of Parent, as in effect immediately prior to the Second Effective Time, shall continue to be Parent’s bylaws after the Second Effective Time, until later amended as provided by Law, the certificate of incorporation of Parent and such bylaws.
Certificates of Incorporation and Bylaws. The Agent shall have received copies of Certificates of Incorporation for Borrower and each Guarantor together with all amendments thereto, appropriately certified by governmental authority in the jurisdiction of incorporation of Borrower and each Guarantor, and a copy of the Bylaws of Borrower and each Guarantor, and all amendments thereto, certified by one or more officers of Borrower or each Guarantor, as the case may be, as being true, correct and complete;
Certificates of Incorporation and Bylaws. (a) The Certificate of Incorporation of VMC as in effect immediately prior to the VIDEO Effective Time (the "VMC Certificate") shall be the Certificate of Incorporation of the VIDEO Surviving Corporation immediately after the VIDEO Effective Time.
(b) The Certificate of Incorporation of SMC as in effect immediately prior to the KNOGO Effective Time (the "SMC Certificate") shall be the Certificate of Incorporation of the KNOGO Surviving Corporation immediately after the KNOGO Effective Time.
(c) The Bylaws of VMC as in effect immediately prior to the VIDEO Effective Time (the "VMC Bylaws") shall be the Bylaws of the VIDEO Surviving Corporation immediately after the VIDEO Effective Time.
(d) The Bylaws of SMC as in effect immediately prior to the KNOGO Effective Time (the "SMC Bylaws") shall be the Bylaws of the KNOGO Surviving Corporation immediately after the KNOGO Effective Time.
Certificates of Incorporation and Bylaws. (a) The Restated Certificate of Incorporation of the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Xxxxxx Surviving Corporation until thereafter amended in accordance with applicable law and such Restated Certificate of Incorporation; provided, however, that Article -------- ------- Fourth, Section 1 of the Restated Certificate of Incorporation of the Company shall be amended in its entirety to read as follows: "The Corporation shall be authorized to issue 3,000,000 shares of Common Stock, par value $1.00 per share, 600,000 shares of Preferred Stock, par value $5.00 per share and 1,000 shares of Preference Stock, par value $2.50 per share." The Bylaws of the Company in effect at the Effective Time shall be the Bylaws of the Xxxxxx Surviving Corporation until amended in accordance with applicable law, the Certificate of Incorporation of the Xxxxxx Surviving Corporation and such Bylaws.
(b) In accordance with the Northrop Merger Agreement and Section 251(g) of the DGCL, the Certificate of Incorporation of the Northrop Surviving Corporation immediately following the Northrop Effective Time shall be substantially identical to the Certificate of Incorporation of Parent immediately prior to the Northrop Effective Time, except that the name of the Northrop Surviving Corporation shall be changed to "Northrop Grumman Operating Corporation," and a provision shall be added to the Certificate of Incorporation of the Northrop Surviving Corporation requiring that any act or transaction by or involving the Northrop Surviving Corporation that requires the approval of the stockholders of the Northrop Surviving Corporation for its adoption shall, by specific reference to Section 251(g), also require the approval of the stockholders of Holdco (or any successor by merger), by the same vote as is required with respect to the stockholders of the Northrop Surviving Corporation. The Bylaws of Parent in effect at the Northrop Effective Time shall be the Bylaws of the Northrop Surviving Corporation until amended in accordance with applicable law, the Certificate of Incorporation of the Northrop Surviving Corporation and such Bylaws.
(c) In accordance with the Northrop Merger Agreement and Section 251(g) of the DGCL, the Certificate of Incorporation and the Bylaws of Holdco immediately following the Northrop Effective Time will contain provisions identical to those in the Certificate of Incorporation and Bylaws of Parent immediately prior t...
Certificates of Incorporation and Bylaws. The Company has previously furnished to Parent a complete and correct copy of the Certificate of Incorporation and Bylaws of Company, as amended to date. Such Certificate of Incorporation, Bylaws and equivalent organizational documents of Company and each of its subsidiaries are in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of its respective Certificate of Incorporation or Bylaws or equivalent organizational documents, except for any violation which would not reasonably be expected to have a Material Adverse Effect on Company.
