Charter and Organizational Documents. NAI has furnished UVSG with true and complete copies of the certificate of incorporation and by-laws of each of the NAI Contributed Entities and accurate and complete records of all material corporate proceedings of each of the NAI Contributed Entities.
Charter and Organizational Documents. In connection with that certain Share Exchange Agreement dated November 5, 1998, the parties to which include CHH and Clariti (the "GlobalFirst Agreement"), CHH has previously delivered to Clariti a copy of the certificate or articles of incorporation, by-laws and any other governing documents of CHH, of which Clariti hereby acknowledges receipt and which, CHH represents and warrants to Clariti, are true, correct and complete in all material respects. On or before February 20, 1999, CHH and Mediatel shall deliver to Clariti a copy that is true, correct and complete in all material respects of the certificate or articles of incorporation, by-laws and any other governing documents of Mediatel and each of the Mediatel Wholly Owned Subsidiaries, and any amendments thereto or restatements thereof. The corporate or other minute books of Mediatel and each Mediatel Wholly Owned Subsidiary, which shall be made available to Clariti at any time prior to Closing, accurately reflect in all material respects all corporate action required to be passed upon by the stockholders and boards of directors of Mediatel and each Mediatel Wholly Owned Subsidiary, respectively. The stock certificate books and stock transfer ledgers of Mediatel and each Mediatel Wholly Owned Subsidiary, which shall be made available to Clariti for inspection prior to the Closing, are true, correct and complete in all material respects. To the knowledge of Mediatel, all stock transfer taxes levied or payable with respect to all transfers of shares of Mediatel and each Mediatel Wholly Owned Subsidiary prior to the date hereof have been paid and appropriate transfer tax stamps affixed.
Charter and Organizational Documents. On or before November 20, 1998, CHH and GlobalFirst shall deliver to Clariti a copy that is true, correct and complete in all material respects of the certificate or articles of incorporation, by-laws and any other governing documents of CHH and GlobalFirst and each of the Wholly-Owned Subsidiaries (as defined in Section 3.6), and any amendments thereto or restatements thereof. The corporate or other minute books of GlobalFirst and each Wholly Owned Subsidiary, which shall be made available to Clariti at any time prior to Closing, accurately reflect in all material respects all corporate action required to be passed upon by the stockholders and boards of directors of GlobalFirst and each Wholly Owned Subsidiary, respectively. The stock certificate books and stock transfer ledgers of GlobalFirst and each Wholly Owned Subsidiary, which shall be made available to Clariti for inspection prior to the Closing, are true, correct and complete in all material respects. To the knowledge of GlobalFirst, all stock transfer taxes levied or payable with respect to all transfers of shares of GlobalFirst and each Wholly Owned Subsidiary prior to the date hereof have been paid and appropriate transfer tax stamps affixed.
Charter and Organizational Documents. On or before November 20, 1998, Clariti shall deliver to GlobalFirst a copy that is true, correct and complete in all material respects of the certificate or articles of incorporation, by-laws and any other governing documents of Clariti, and any amendments thereto or restatements thereof. The corporate or other minute books of Clariti, which shall be made available to CHH and GlobalFirst prior to Closing, accurately reflect in all material respects all corporate action required to be passed upon by the stockholders and boards of directors of Clariti. The stock certificate books and stock transfer ledgers of Clariti, which shall be made available to CHH and GlobalFirst for inspection prior to the Closing, are true, correct and complete in all material respects. To the knowledge of Clariti, all stock transfer taxes levied or payable with respect to all transfers of shares of Clariti prior to the date hereof have been paid and appropriate transfer tax stamps affixed.
Charter and Organizational Documents. UVSG has previously furnished ------------------------------------ NAI with true and complete copies of the Certificate of Incorporation and By- Laws of UVSG.
Charter and Organizational Documents. Attached hereto as Schedule 4A.8 is a certified copy of the Memorandum and Articles of Association of the Company and of the Certificate of Incorporation and By-laws of the Subsidiary.
Charter and Organizational Documents. From and after the Effective Time, the national banking charter, articles of association and bylaws of Buyer Bank as in effect immediately prior to the Effective Time, shall be the banking charter, articles of association and bylaws of the Surviving Bank, until such may be subsequently altered, amended or repealed in accordance with their respective terms and applicable law.
Charter and Organizational Documents. Attached hereto as SCHEDULE 4.5 is a certified copy of the Articles of Incorporation and By-Laws of Tyecin and each of its Subsidiaries. Tyecin and the Subsidiaries have previously furnished to Acquisition and Manugistics, true and complete copies of minutes of all meetings of the board of directors and the shareholders of Tyecin and the Subsidiaries.
Charter and Organizational Documents. Target has previously furnished Merger Sub and Parent with true and complete copies of the Certificates or Articles of Incorporation (or other charter documents) and By-Laws of Target.
Charter and Organizational Documents. In connection with the GlobalFirst Agreement, CHH has previously delivered to Clariti a copy of its Certificate or Articles of Incorporation and Bylaws, and any amendments thereto or restatements thereof, and any other governing documents of CHH, of which Clariti hereby acknowledges receipt and which, CHH represents and warrants to Clariti, are true, correct and complete in all material respects.
