Common use of Charter Documents Clause in Contracts

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to ParentBuyer: (i) a true and correct copy of its Certificate the certificate of Incorporation (including any Certificate of Designations) incorporation and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each . Each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each no Subsidiary is not in violation of any of the provisions of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the articles of Incorporation incorporation (including any Certificate certificate of Designationsdesignations) and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “"Company Charter Documents”") and (ii) the certificate articles of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”)documents, of each of its Subsidiaries, each as amended to date (collectively, "Subsidiary Charter Documents"), and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: Parent (i) a true and correct copy of its Certificate the articles of Incorporation (including any Certificate of Designations) incorporation and its Bylaws bylaws of the Company, each as amended or amended and and/or restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”"COMPANY CHARTER DOCUMENTS") and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”"SUBSIDIARY CHARTER DOCUMENTS"), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parentthe Buyer: (i) a true and correct copy of its Certificate the Amended and Restated Articles of Incorporation (including any Certificate of Designations) and its Bylaws By-laws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Articles of incorporation Incorporation and bylawsBy-laws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of any of the provisions of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: Parent (i) a true and correct copy of its Certificate the certificate of Incorporation incorporation, the certificate of designations, preferences and rights of Company Series A Preferred Stock (including any the “Certificate of Designations) ”), and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Certificate of incorporation Incorporation and bylawsBylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”"COMPANY CHARTER DOCUMENTS") and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”), "SUBSIDIARY CHARTER DOCUMENTS") of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents, except in the case of a Subsidiary, as would not be material to the Company.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the CompanyBylaws, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in material violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to the Parent: (i) a true and correct copy of its Certificate the certificate of Incorporation incorporation (including any Certificate certificate of Designationsdesignations) and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, of each of its Significant Subsidiaries, each as amended to date (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Significant Subsidiary is not in material violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the amended and restated certificate of Incorporation (including any Certificate of Designations) incorporation and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents, other than any violations that would not, individually or in the aggregate, have a Company Material Adverse Effect or otherwise prevent or materially delay the consummation of the transactions described herein.

Charter Documents. The Company has delivered or made available to ParentParent true and correct copies of: (i) a true and correct copy the certificate of its Certificate of Incorporation incorporation (including any Certificate certificate of Designationsdesignations) and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not none of the Company’s Subsidiaries are in violation of its respective Subsidiary Charter Documentsapplicable certificate of incorporation and bylaws, or like organizational documents, each as amended to date.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Certificate of incorporation Incorporation and bylawsBylaws, or like organizational documents documents, of each of its Subsidiaries (collectively, the “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the Articles of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Articles of incorporation Incorporation and bylawsBylaws, or like organizational documents documents, of the Subsidiary, each as amended to date (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The None of the Company or the Subsidiary is not in default under or in violation of any provision of the provisions of the its Company Charter Documents and each Subsidiary is not in violation of its respective or Subsidiary Charter Documents, respectively, in any material respect.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Certificate of incorporation Incorporation and bylawsBylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the material provisions of the Company Charter Documents and each Subsidiary is not in violation of the material provisions of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to the Parent: (i) a true and correct copy of its Certificate the certificate of Incorporation incorporation (including any Certificate certificate of Designationsdesignations) and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “"Company Charter Documents”") and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”)documents, of each of its Significant Subsidiaries, each as amended to date (collectively, "Subsidiary Charter Documents"), and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Significant Subsidiary is not in material violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”), ) of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents, except, in the case of a Subsidiary, as would not reasonably be expected to have a Material Adverse Effect on the Company.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the restated certificate of Incorporation (including any Certificate of Designations) incorporation and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) true and correct copies of the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”), ) of each of its Significant Subsidiaries, and each such instrument is in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company or any Significant Subsidiary. The Company is not in violation of any of the provisions of the Company Charter Documents and each Documents. No Subsidiary of the Company is not in violation of its respective Subsidiary Charter DocumentsDocuments in any material respect.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate each of Incorporation (including any Certificate the amended and restated articles of Designations) incorporation and its Bylaws amended and restated by-laws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) true and correct copies of the certificate articles of incorporation and bylawsby-laws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”), ) of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary of the Company is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: Parent true and correct copies of (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate Incorporation, the Certificates of Designations) Designations and its Bylaws the By-laws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Certificate of incorporation Incorporation and bylawsBy-laws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation in any material respect of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation in any material respect of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, the “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each no Subsidiary is not in violation of any of its respective applicable Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “"Company Charter Documents”") and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “"Subsidiary Charter Documents”"), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is of its Subsidiaries are not in violation of its their respective Subsidiary Charter Documents,except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the Restated Articles of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”"COMPANY CHARTER DOCUMENTS") and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, “Subsidiary Charter Documents”the "SUBSIDIARY CHARTER DOCUMENTS"), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Documents. No Subsidiary is not in violation of any of its respective applicable Subsidiary Charter Documents, except where such violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the CompanyBylaws, each as Table of Contents amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in material violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate the Restated Articles of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents documents, each as amended to date (collectively, the “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Documents. No Subsidiary is not in violation of any of its respective applicable Subsidiary Charter Documents, except where such violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its the Amended and Restated Certificate of Incorporation (including any Certificate of Designations) and its Bylaws of the Company, each as amended or amended and restated to date (collectively, the “Company Charter Documents”) and (ii) the certificate Certificate of incorporation Incorporation and bylawsBylaws, or like organizational documents (collectively, “Subsidiary Charter Documents”), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: (i) a true and correct copy of its Certificate each of Incorporation (including any Certificate the restated articles of Designations) incorporation and its Bylaws by-laws of the Company, each as amended or amended and restated to date (collectively, the “"Company Charter Documents”") and (ii) true and correct copies of the certificate articles of incorporation or organization and bylawsby-laws or operating agreements, or like organizational documents documents, each as amended to date (collectively, “"Subsidiary Charter Documents”), ") of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary of the Company is not in violation of its respective Subsidiary Charter Documents.

Charter Documents. The Company has delivered or made available to Parent: Parent (or its representatives) (i) a true and correct copy of its Certificate the articles of Incorporation (including any Certificate of Designations) incorporation and its Bylaws bylaws of the Company, each as amended or amended and restated to date (collectively, the “"Company Charter Documents”") and (ii) the certificate of incorporation and bylaws, or like organizational documents (collectively, “"Subsidiary Charter Documents”"), of each of its Subsidiaries, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Subsidiary is not in violation of its respective Subsidiary Charter Documents.