CHARTER AND BYLAWS; CORPORATE RECORDS Sample Clauses

CHARTER AND BYLAWS; CORPORATE RECORDS. Copies of the Certificate of Incorporation and bylaws of the Company and all amendments thereto as in effect on the date hereof have been delivered to Purchaser and are complete and correct as of the date hereof. The corporate minutes and stock records of the Companies from and after June 28, 1996 have been made available to Purchaser and are complete and correct in all material respects as of the date hereof.
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CHARTER AND BYLAWS; CORPORATE RECORDS. Copies of the Charter and bylaws of the Company and all amendments thereto as in effect on the date hereof have been delivered to the Purchaser and are complete and correct as of the date hereof. A copy of the corporate minutes and stock records of the Company have been delivered to the Purchaser. With respect to all periods from and after March 24, 1995, such corporate minutes contain a complete record of the meetings of the sole shareholder and the board of directors (and any committees thereof) of the Company. With respect to all periods prior to March 24, 1995, to the Knowledge of the Seller such corporate minutes contain a complete record of the meetings of the sole shareholder and the board of directors (and any committees thereof) of the Company.
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CHARTER AND BYLAWS; CORPORATE RECORDS. 6 4.5 Capitalization..................................................................................6 4.6 Subsidiaries....................................................................................7 4.7
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Related to CHARTER AND BYLAWS; CORPORATE RECORDS

  • Charter and Bylaws The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

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