Charters and By-Laws. Copies of the certificate of incorporation and by-laws (or comparable organizational documents) of the Company and each of the Subsidiaries have been delivered or otherwise made available to Purchaser prior to the date of this Agreement and such copies are complete and correct as of the date of this Agreement.
Charters and By-Laws. The Surviving Corporation agrees that all rights to indemnification or exculpation now existing in favor of the employees, agents, directors or officers of Personal Electronics (the "PE Indemnified Parties") as provided in its Articles of Incorporation or By-Laws shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether a PE Indemnified Party's conduct complies with the standards set forth in the Articles of Incorporation or By-Laws of Personal Electronics or otherwise shall be made by independent counsel selected by the PE Indemnified Party reasonably satisfactory to the Surviving Corporation (whose fees and expenses shall be paid by the Surviving Corporation).
Charters and By-Laws. The Company shall not make or propose any change or amendment in its charter or by-laws.
Charters and By-Laws. The Surviving Corporation agrees that all rights to indemnification or exculpation now existing in favor of the employees, agents, directors or officers of UIHH (the "UIHH Indemnified Parties") as provided in its Articles of Incorporation or By-Laws shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether a UIHH Indemnified Party's conduct complies with the standards set forth in the Articles of Incorporation or By-Laws of UIHH or otherwise shall be made by independent counsel selected by the UIHH Indemnified Party reasonably satisfactory to the Surviving Corporation (whose fees and expenses shall be paid by the Surviving Corporation).
Charters and By-Laws. (a) Chateau. The Charter of Chateau shall not be affected by the Merger (the "Charter"). The By-laws of Chateau as in effect as of the date hereof shall be amended, effective at the Effective Time, as provided in Exhibit F hereto.
Charters and By-Laws. KSHC has heretofore furnished to Parent a complete and correct copy of the KSHC Charter, the KSHC By-Laws and the Subsidiary Documents of each of its Subsidiaries. The KSHC Organizational Documents are in full force and effect. Neither KSHC nor any of its Subsidiaries is in violation of any provision of the KSHC Organizational Documents, other than any violation which could not prevent, materially delay or materially burden the consummation of the Transactions.
Charters and By-Laws. Parent has heretofore furnished to KSHC a complete and correct copy of the Parent Charter and Parent By-Laws and the Subsidiary Documents of each of its Subsidiaries. The Parent Organizational Documents are in full force and effect. Neither Parent nor any of its Subsidiaries is in violation of any provision of the Parent Organizational Documents, other than any violation which could not prevent, materially delay or materially burden the consummation of the Transactions.
Charters and By-Laws. The Surviving Corporation agrees that all rights to indemnification or exculpation now existing in favor of the employees, agents, directors or officers of the Company (the "Company Indemnified Parties") as provided in its charter or By-Laws shall continue in full force and effect for a period of not less than three years from the Closing Date; provided, however, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether a Company Indemnified Party's conduct complies with the standards set forth in the charter or By-Laws of the Company or otherwise shall be made by independent counsel selected by the Company Indemnified Party reasonably satisfactory to the Surviving Corporation (whose fees and expenses shall be paid by the Surviving Corporation).
