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Common use of Charter Documents Clause in Contracts

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 4 contracts

Samples: Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Core Resource Management, Inc.), Merger Agreement (Nitro Petroleum Inc.)

Charter Documents. The Company has delivered or made available to Parent a true complete and correct copy of the certificate of incorporation and the bylaws (including any certificate of designationsor comparable organizational or charter documents), and by-laws, each as amended to date (August 28, 2014) (collectively, the "Charter Documents")date, of the CompanyCompany and each Subsidiary. The Such certificate of incorporation and bylaws (or comparable organizational or charter documents) are in full force and effect. Neither the Company nor any Subsidiary is not in violation of any of the provisions of its Charter Documentscertificate of incorporation or bylaws (or comparable organizational or charter documents).

Appears in 3 contracts

Samples: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 3 contracts

Samples: Merger Agreement (Edgen Group Inc.), Merger Agreement (Access to Money, Inc.), Merger Agreement (Cardtronics Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawsbylaws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy complete copies of the certificate of incorporation (including any certificate and bylaws of designations)the Company, and by-laws, in each case as amended to date and currently in effect (August 28, 2014) (collectivelysuch instruments and documents, the "“Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Thryv Holdings, Inc.), Merger Agreement (Realpage Inc)

Charter Documents. The Company has delivered or made available Made Available to Parent a true and correct copy of the certificate its Certificate of incorporation Incorporation (including any certificate all Certificates of designations), Designations) and by-lawsits Bylaws, each as amended or amended and restated to date (August 28, 2014) (collectively, the "“Company Charter Documents"), of the Companyand each such instrument is in full force and effect. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate Certificate of incorporation (including any certificate Incorporation and Bylaws of designations), and by-lawsthe Company, each as amended to as of the date (August 28, 2014) hereof (collectively, the "“Company Charter Documents"), of the Companyand each such instrument is in full force and effect. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate articles of incorporation (including any certificate of designations), and by-lawsbylaws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (OneWater Marine Inc.), Merger Agreement (Ocean Bio Chem Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Ebix Inc), Merger Agreement (Adam Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate articles of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (MGC Parent LLC), Merger Agreement (MGC DIAGNOSTICS Corp)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) currently in effect (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Easylink Services International Corp), Merger Agreement (Open Text Corp)

Charter Documents. The Company has delivered or made available Made Available to Parent a true and correct copy of the certificate of incorporation (including any certificate and bylaws of designations), and by-lawsthe Company, each as amended to date (August 28, 2014) and as in full force and effect (collectively, the "“Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Solectron Corp), Merger Agreement (Flextronics International Ltd.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its respective Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Apex Global Brands Inc.), Merger Agreement (Apex Global Brands Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the material provisions of its Charter Documents. The Charter Documents of each of the Company and each of its Subsidiaries are in full force and effect.

Appears in 2 contracts

Samples: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.)

Charter Documents. The Company has delivered or made available to the Parent a true and correct copy complete copies of the certificate of incorporation (including any certificate and bylaws of designations)the Company, and by-laws, in each case as amended to date and currently in effect (August 28, 2014) (collectivelysuch instruments and documents, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Perficient Inc), Merger Agreement (Perficient Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries and the Voting Agreement. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Real Goods Solar, Inc.), Merger Agreement (Real Goods Solar, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawsbylaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Romulus Corp.), Merger Agreement (On-Air Impact, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents. The Charter Documents of each of the Company and each of its Subsidiaries are in full force and effect.

Appears in 2 contracts

Samples: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 2 contracts

Samples: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Torotel Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Pioneer Power Solutions, Inc.)

Charter Documents. The Company has delivered or made available to Parent Parent: a true and correct copy of the certificate Certificate of incorporation (including any certificate Incorporation and Bylaws of designations), and by-lawsthe Company, each as amended to as of the date (August 28, 2014) hereof (collectively, the "“Company Charter Documents"), of the Company”) and as in full force and effect. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Gateway Energy Corp/Ne)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of in any of material respect with the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Midwest Holding Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate articles of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter DocumentsDocuments in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Uqm Technologies Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the its certificate of incorporation (including any certificate of designations), ) and by-laws, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Computer Software Innovations, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents, except where the violation would not be material to the Company and its Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Merger Agreement (Iec Electronics Corp)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each Company Subsidiary. The Company is not in violation Charter Documents of any each of the provisions of its Charter DocumentsCompany and the Company Subsidiaries are in full force and effect.

Appears in 1 contract

Samples: Merger Agreement (Comforce Corp)

Charter Documents. The Company has delivered or made available Made Available to Parent a true correct and correct complete copy of the certificate of incorporation (including any certificate of designations), and by-lawsbylaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Golden Enterprises Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate or articles of incorporation (including any certificate or article of designations), and certificate or articles of formation, by-laws, operating agreements, limited liability agreements, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Pfsweb Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (International Baler Corp)

Charter Documents. The Company has delivered to Parent, or made available to Parent in the data room, prior to the date hereof, a true and correct copy of the certificate Certificate of incorporation (including any certificate Incorporation and Bylaws of designations), and by-lawsthe Company, each as amended to date (August 28, 2014) (collectively, the "Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Acorda Therapeutics Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate Restated Certificate and Bylaws of incorporation (including any certificate of designations), and by-lawsthe Company, each as amended to date (August 28, 2014) (collectively, the "“Company Charter Documents"), of the Companyand each such instrument is in full force and effect. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Allegro Microsystems, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation charter (including any certificate of designations), and by-lawsbylaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Valpey Fisher Corp)

Charter Documents. The Company has delivered or made available to Parent Buyer a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Sajan Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate articles of incorporation (including any certificate of designations), and by-laws, or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Torotel Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of the Company Subsidiaries. The Neither the Company nor any of the Company Subsidiaries is not in violation, or as a result of the transaction contemplated herein or in the Transaction Documents, will be in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Revolution Lighting Technologies, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy complete copies of the certificate Certificate of incorporation (including any certificate Formation and Operating Agreement of designations)the Company, and by-laws, in each case as amended to date and currently in effect (August 28, 2014) (collectivelysuch instruments and documents, the "“Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AMHN, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations)incorporation, and by-lawsbylaws of the Company, each as amended to date (August 28, 2014) (collectively, the "“Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Company Charter Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Charter Documents. The Company has delivered or made available to Parent a true true, complete and correct accurate copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) and in full force and effect (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Lca Vision Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation incorporation, including all certificates of designation thereto (including any certificate of designationsthe “Company Charter”), and by-lawsbylaws of the Company (the “Company Bylaws”), each as amended and or restated to date (August 28, 2014) (collectively, the "“Company Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Navteq Corp)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy complete copies of the certificate of incorporation (including any certificate and bylaws of designations)the Company, and by-laws, in each case as amended to date and currently in effect (August 28, 2014) (collectivelysuch instruments and documents, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its the Charter Documents.

Appears in 1 contract

Samples: Merger Agreement (Perficient Inc)

Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-lawslaws or like organizational documents, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the CompanyCompany and each of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is not in violation of any of the provisions of its Charter DocumentsDocuments in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)