Incorporation; Articles and Bylaws Sample Clauses

Incorporation; Articles and Bylaws. The Company is a corporation duly organized and validly existing under the laws of the State of Washington. The Company has all necessary corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as it is now being conducted and as proposed to be conducted. The Company is qualified and in good standing as a foreign corporation in each jurisdiction where its properties (whether owned, leased or operated) are located or its business is conducted and in which the failure to so qualify would have a Material Adverse Effect. The Company has delivered to PA&E complete and accurate copies of the Company's Articles of Incorporation and Bylaws, each as amended to the date of this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Incorporation; Articles and Bylaws. PA&E is a corporation duly organized and validly existing under the laws of the State of Washington. PA&E has all necessary corporate power and authority to own, operate, and lease its assets and properties and to carry on its business, including its business as proposed to be conducted. True and correct copies of the Articles of Incorporation and Bylaws of PA&E have been or prior to the Closing will be delivered to the Company.
Sample 1
Incorporation; Articles and Bylaws. Each of PA&E and Buyer is a corporation duly organized and validly existing under the laws of the State of Washington. Each of PA&E and Buyer has all necessary corporate power and authority to own, operate, and lease its assets and properties and to carry on its business, including its business as proposed to be conducted. True and correct copies of the Articles of Incorporation and Bylaws of PA&E and Buyer have been or prior to the Closing will be delivered to the Company.
Sample 1

Related to Incorporation; Articles and Bylaws

  • Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.

  • Organization and Standing; Articles and Bylaws The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • 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.

  • 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.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Memorandum and Articles The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every resolution or agreement as is required by law to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital of the Company.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!