Charter and By-Laws. During the term of this Agreement the Company shall not, and the Shareholder Group shall not, and shall not facilitate any effort to, amend, alter or repeal, or propose the amendment, alteration or repeal of, any provision of the Charter or the By-Laws in any manner which is inconsistent with the terms of this Agreement. If at any time during the term of this Agreement the provisions of this Agreement shall conflict with the provisions of the Charter or the By-Laws, the parties shall use all reasonable efforts, consistent with their fiduciary responsibilities, to cause the provisions of the Charter and the By-Laws to be brought into conformity with the provisions of this Agreement.
Charter and By-Laws. Parent has heretofore furnished to the Company a complete and correct copy of the Certificates of Incorporation and By-Laws, as amended to date, of each of Parent and Merger Sub. Such Certificate of Incorporation and By-Laws are in full force and effect. Neither Parent nor Merger Sub is in violation of any of the provisions of its Certificate of Incorporation or By-Laws.
Charter and By-Laws. During the term of this Agreement the Company shall not amend, alter or repeal, or propose the amendment, alteration or repeal of, any provision of the Charter or the By-Laws in any manner which is inconsistent with the terms of this Agreement and which adversely affects the rights of the Shareholder Group under the terms of this Agreement. If at any time during the term of this Agreement the provisions of this Agreement shall conflict with the provisions of the Charter and the By-Laws, the provisions of this Agreement shall be controlling.
Charter and By-Laws. The Company has heretofore made available to Parent a complete and correct copy of the charter and the By-laws or comparable organizational documents, each as amended as of the date hereof, of the Company and each of the Significant Subsidiaries.
Charter and By-Laws. Parent has heretofore furnished to the Company a complete and correct copy of its Restated Articles of Organization and By-Laws, as most recently restated and subsequently amended to the date hereof. Such Restated Articles of Organization and By-Laws are in full force and effect and neither Parent nor Merger Sub is in violation of any of the provisions of its charter or By-Laws, except where the failure to be in full force and effect or where such violation would not have a Parent Material Adverse Effect.
Charter and By-Laws. Amend or otherwise modify its Certificate ------------------- of Incorporation or By-laws in any manner which requires the consent of the "Independent Director" (as defined in the Seller's Certificate of Incorporation) without the prior written consent of the Deal Agent or delivery of an opinion of counsel that such amendment shall not alter the conclusions set forth in the legal opinion described in Section 3.01(p). ---------------
Charter and By-Laws. (a) The Restated Certificate of Incorporation of the Company (the "Charter"), as in effect immediately prior to the Effective Time shall be the charter of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
(b) The Bylaws of Sub as in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Charter and By-Laws. The Charter and By-Laws of Parent Bank Sub in effect immediately prior to the Effective Date shall be the Charter and By-Laws of the Surviving Bank, in each case until amended in accordance with applicable law.
Charter and By-Laws. IFT has heretofore delivered to TNCI true, accurate and complete copies of the Certificate of Incorporation and By-Laws of IFT, together with all amendments to each of the same as of the date hereof.
Charter and By-Laws. TNCI has heretofore delivered to TNCI true, accurate and complete copies of the Articles of Incorporation and By-Laws of TNCI, together with all amendments to each of the same as of the date hereof.
