Company Charter and Bylaws Sample Clauses

Company Charter and Bylaws. On or prior to the Distribution Date, (a) CFI shall approve and cause the Amended and Restated Certificate of Incorporation of the Company substantially in the form of Annex 6 hereto to be filed with the Secretary of State of Delaware and to be in effect on the Distribution Date and (b) CFI shall adopt the Amended and Restated Bylaws of the Company substantially in the form of Annex 7 hereto to be in effect on the Distribution Date.
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Company Charter and Bylaws. On or prior to the Distribution Date, (a) FAF shall approve and cause the Charter of the Company substantially in the form of Annex D hereto to be filed with the Secretary of State of Tennessee and to be in effect on the Distribution Date and (b) FAF shall adopt the Bylaws of the Company substantially in the form of Annex E hereto to be in effect on the Distribution Date. 3.3
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Company Charter and Bylaws. The Company has been organized under the laws of the State of Colorado. All the terms and conditions of the Articles of Incorporation and Bylaws of the Company shall be incorporated by reference in and become part of this Agreement.
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Company Charter and Bylaws. The Company has delivered to Harken accurate and complete copies of (i) the Certificate of Incorporation and Bylaws of the Company as currently in effect, (ii) the stock records of the Company and (iii) the minutes of all meetings of the Company's Board of Directors, any committees of such Board and the Company's stockholders (and all consents in lieu of such meetings). Such records, minutes and consents accurately reflect the stock ownership of the Company and all actions taken by the Company's Board, any committees of such Board and the Company's stockholders.
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Company Charter and Bylaws. The Company has delivered or made available to Parent accurate and complete copies of the Company Charter and the Company’s bylaws, including all amendments thereto, as in effect on the date hereof, through filings with the SEC.
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Company Charter and Bylaws. The Company has heretofore furnished to Parent a complete and correct copy of the Company Charter and the Company Bylaws, each as amended to date. The Company Charter and the Company Bylaws are in full force and effect. The Company is not in violation of any provision of the Company Charter or the Company Bylaws that would have a Material Adverse Effect on the Company.
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Company Charter and Bylaws. Schedule 4.8 contains true and correct copies of the Company's charter and bylaws.
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Related to Company Charter and Bylaws

  • Charter and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of the Charter or the Bylaws. Prior to the consummation of the Initial Business Combination, the Company will not amend the Charter in a manner adverse to the public stockholders without the prior written consent of the Representative.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles of Incorporation and Bylaws (a) The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until duly amended or repealed.

  • Articles of Incorporation and Bylaws; Records The Company has delivered to Parent accurate and complete copies of: (1) the Company's articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

  • Certificate of Incorporation and Bylaws; Records (a) The Company has delivered to Parent accurate and complete copies of: (i) the Company’s certificate of incorporation and bylaws, including all amendments thereto and each as so delivered is in full force and effect and in compliance with applicable Law; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with customary business practices.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time:

  • Articles and Bylaws There has been no change made or authorized in the articles of incorporation or bylaws of the Company;

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