Restated Certificate of Incorporation and By-Laws. The Company has made available to Buyer a complete and correct copy of the Restated Certificate of Incorporation and the By-laws, each as amended to date, of the Company. The Restated Certificate of Incorporation and By-laws (or equivalent organizational documents) of the Company and its subsidiaries are in full force and effect. None of the Company or its subsidiaries is in material violation of any provision of its Restated Certificate of Incorporation or By-laws (or equivalent organizational documents).
Restated Certificate of Incorporation and By-Laws. In the event that pursuant to the Reorganization Election Summit elects the Reorganization method provided for at Section 1.01(a)(1): the Restated Certificate of Incorporation of Summit in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorporation of the corporation surviving the Reorganization ("Surviving Corporation"), except as duly amended thereafter and except to the extent such is deemed by law to be affected by the NJ Certificate; and the By-Laws of Summit in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation, except as duly amended thereafter. In the event that pursuant to the Reorganization Election Summit elects the Reorganization method provided for at Section 1.01(a)(2), the certificate or articles of incorporation and by-laws of the Surviving Corporation shall be as set forth in Exhibit A.
Restated Certificate of Incorporation and By-Laws. 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 Restated Certificate of Incorporation or By-laws. Prior to the consummation of a Business Combination or until the distribution of the Trust Fund referred to in Section 8.7 hereof, the Company will not amend its Restated Certificate of Incorporation without the prior written consent of TEP.
Restated Certificate of Incorporation and By-Laws. The Restated Certificate of Incorporation of UJB in force immediately prior to the Effective Time, amended to provide for the name of the Surviving Corporation to be "Summit Bank Corp.", or, if not permissible in any relevant jurisdiction, "Summit Bancorporation", and amended further to provide for a class of Preferred Stock designated the "$25 stated value Adjustable Rate Cumulative Preferred Stock" and having relative rights, preferences and limitations identical to those of the Summit Preferred, shall be the Restated Certificate of Incorporation of the Surviving Corporation, except as duly amended thereafter and except to the extent such is affected by the Certificate of Merger. In addition to the Certificate of Merger required to be filed by UJB pursuant to Section 1.06, UJB shall file as an additional document together with the Certificate of Merger a Restated Certificate of Incorporation containing the provisions of UJB's Restated Certificate of Incorporation in effect on the date hereof amended as provided in the first sentence of this Section 1.09. The By-Laws of UJB in force immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation, except as duly amended thereafter.
Restated Certificate of Incorporation and By-Laws. The Company, prior to the date hereof, furnished or otherwise made available to Parent a complete and correct copy of the Restated Certificate of Incorporation and the By-laws of the Company and the Certificate of Incorporation, By-laws or equivalent organizational documents of each Subsidiary of the Company, each as amended to date. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary of the Company is in violation of any of the provisions of its certificate of incorporation, by-laws or equivalent organizational documents, except where any such violation by a Subsidiary of the Company would not have a Material Adverse Effect.
Restated Certificate of Incorporation and By-Laws. In the event the method of Reorganization set forth at Section 1.01(a)(1) is elected by Summit:
(a) the Restated Certificate of Incorporation of Summit in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorporation of the surviving corporation in such merger ("Surviving Corporation"), except as duly amended thereafter and except to the extent such is deemed by law to be affected by the Reorganization Certificate; and
(b) the By-Laws of Summit in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation, except as duly amended thereafter.
Restated Certificate of Incorporation and By-Laws. The Company has furnished or otherwise made available to Parent a complete and correct copy of the Company's Restated Certificate of Incorporation and By-laws, in each case as amended to the date of this Agreement. Such Restated Certificate of Incorporation and By-laws and all similar organizational documents of the Subsidiaries of the Company are in full force and effect. The Company is not in violation of its Restated Certificate of Incorporation or By-laws and, except as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect, none of the Subsidiaries of the Company is in violation of any similar organizational documents of Subsidiaries of the Company.
