Charter Documents and Bylaws. The Company has heretofore made available to Merger Sub a complete and correct copy of the certificate of incorporation and the bylaws of the Company in full force and effect as of the date hereof. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws. The Company has heretofore made available to Merger Sub a complete and correct copy of the certificate of incorporation and the bylaws (or equivalent organizational documents) of each subsidiary of the Company in full force and effect as of the date hereof. No subsidiary of the Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).
Charter Documents and Bylaws. 10 Section 5.3 Capitalization............................................................ 11 Section 5.4 Authority Relative to this Agreement...................................... 12 Section 5.5 No Conflict; Required Filings and Consents................................ 12
Charter Documents and Bylaws. The charter attached as Exhibit 3.1 of the SEC Report for the period ending July 29, 1995 is a complete and correct copy of the Charter and the bylaws attached as Exhibit 3.2 of the SEC Report for the period ending January 29, 1995 is a complete and correct copy of the bylaws of the Company, each in full force and effect as of the date hereof. The Company is not in violation of any of the provisions of its charter or bylaws. The Company has heretofore made available to Acquisition Corp. a complete and correct copy of the Charter and the bylaws (or equivalent organizational documents) of each Subsidiary of the Company in full force and effect as of the date hereof. No Subsidiary of the Company is in violation in any material respect of any of the provisions of its charter or bylaws (or equivalent organizational documents).
Charter Documents and Bylaws. Parent has heretofore made available to the Company a complete and correct copy of the Charter and the bylaws of Parent in full force and effect as of the date hereof. Parent is not in violation of any of the provisions of its charter or bylaws. Parent has heretofore made available to the Company a complete and correct copy of the Charter and the bylaws (or equivalent organizational documents) of each Subsidiary of Parent (including Acquisition Corp.) in full force and effect as of the date hereof. No Subsidiary of Parent (including Acquisition Corp.) is in violation of any of the provisions of its articles of incorporation or bylaws (or equivalent organizational documents). Acquisition Corp. is or immediately prior to the Offer Payment Date, will be a wholly owned subsidiary of Parent.
Charter Documents and Bylaws. 37 5.03 Authority Relative to this Agreement......................37 5.04 No Violation; Required Filings and Consents...............37 5.05 Litigation................................................38 5.06 Brokers...................................................38 5.07 Information to be Supplied................................38 5.08 Financing.................................................39 5.09 Holding Corp. and Acquisition Corp........................39
Charter Documents and Bylaws. Parent has heretofore made available to the Company a complete and correct copy of the articles of incorporation and the bylaws of Parent in full force and effect as of the date hereof. Parent is not in violation of any of the provisions of its articles of incorporation or bylaws. Parent has heretofore made available to the Company a complete and correct copy of the articles of incorporation and the bylaws of Merger Sub in full force and effect as of the date hereof. Merger Sub is not in violation of any of the provisions of its articles of incorporation or bylaws.
Charter Documents and Bylaws. Parent has heretofore made available to the Company a complete and correct copy of the certificate of incorporation and the bylaws of Parent in full force and effect as of the date of this Agreement. Parent is not in violation of any of the provisions of its amended and restated certificate of incorporation or bylaws. Parent has heretofore made available to the Company a complete and correct copy of the amended and restated certificate of incorporation and the bylaws of Merger Sub in full force and effect as of the date of this Agreement. Merger Sub is not in violation of any of the provisions of its certificate of incorporation or bylaws.
Charter Documents and Bylaws. Parent has heretofore furnished to the Company a complete and correct copy of the certificate of incorporation and bylaws of each of Parent and Merger Sub in full force and effect as of the date hereof. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate of incorporation or bylaws, except where any failure does not have a Purchaser Material Adverse Effect.
Charter Documents and Bylaws. The certificate of incorporation incorporated by reference as Exhibits 3.1 and 3.2 of the SEC Report for the period ending July 31, 2006 is a complete and correct copy of the Certificate of Incorporation, and the amended bylaws incorporated by reference as Exhibit 3.3 of the SEC Report for the period ending July 31, 2006 is a complete and correct copy of the bylaws of the Company, each in full force and effect as of the date hereof. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws. The Company has heretofore made available to Acquisition Corp. a complete and correct copy of the certificate of incorporation and the bylaws of each Subsidiary of the Company in full force and effect as of the date hereof. Except as set forth in Section 3.02 of the Company Disclosure Schedule, no Subsidiary of the Company is in violation of any of the provisions of its certificate of incorporation or bylaws.
Charter Documents and Bylaws. Merger Sub has made available to the Company a complete and correct copy of the certificate of incorporation and bylaws, or equivalent organizational documents, each as amended to date (such certificates of incorporation and bylaws or equivalent organizational documents collectively referred to as “Charter Documents”) of Merger Sub. Such Charter Documents are in full force and effect. Merger Sub is not in material violation of any of the provisions of its Charter Documents.
