Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Articles of Incorporation and By-Laws as amended to date. Such Articles of Incorporation and By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cytotherapeutics Inc/De), Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Registry Inc)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its the Restated Articles of Incorporation of the Company (the "Articles of Incorporation") and the By-Laws of the Company as amended currently in effect. No other similar organizational documents are applicable to date. Such Articles of Incorporation and By-Laws are in full force and effector binding 17 13 upon the Company. The Company is not in violation in any material respect of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton Acquisition Corp)
Articles of Incorporation and By-Laws. The Company has heretofore furnished or made available to Parent the Seller a complete and correct copy of its the Company Articles of Incorporation and the Company By-Laws as amended to dateLaws. Such The Company Articles of Incorporation and the Company By-Laws are in full force and effect. The Company is not in violation breach of any of the provisions of its the Company Articles of Incorporation or the Company By-Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Heritage Bankshares of Florida Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Articles of Incorporation and By-Laws as most recently restated and subsequently amended to date. Such Articles of Incorporation and By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws. There are no dissenters' rights provided for in any resolutions of the Company's Board of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent Manager a complete and correct copy of its the Articles of Incorporation and the By-Laws Laws, as amended or restated to date. Such Articles of Incorporation and By-Laws are in full force and effectthe date hereof. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Project Management Agreement (Smart Games Interactive Inc), Administration and Marketing Agreement (Win or Lose Acquisition Corp)
Articles of Incorporation and By-Laws. The Company has heretofore previously furnished or made available to Parent the Seller a complete and correct copy of its the Company Articles of Incorporation and the Company By-Laws as amended to dateLaws. Such The Company Articles of Incorporation and Company By-Laws are in full force and effect. The Company is not in violation breach of any of the provisions of its the Company Articles of Incorporation or Company By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy copies of its Amended and Restated Articles of Incorporation (the "Articles of Incorporation") and By-Laws laws, each as amended to date. Such Articles of Incorporation and By-Laws laws are in full force and effect. The Company is not in violation of any of the provisions provision of its Articles of Incorporation or By-Lawslaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sano Corp), Agreement and Plan of Merger (Elan Corp PLC)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent Buyer a complete and correct copy of its the Articles of Incorporation and the By-Laws of the Company as amended to date. Such Articles of Incorporation and By-Laws are currently in full force and effect. The Company is not in violation of any of the provisions of its such Articles of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Purchase Agreement (Watkins Johnson Co), Purchase Agreement (Watkins Johnson Co)
Articles of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of its the Articles of Incorporation and the By-Laws as amended to dateof the Company. Such Articles of Incorporation and By-Laws are in full force and effect. The To the actual knowledge of the Sole Shareholder, since December 21, 1999, the Company is has not been in material violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Retek Inc)
Articles of Incorporation and By-Laws. The Company has heretofore previously furnished to Parent Seller a complete and correct copy of its the Company Articles of Incorporation and the Company By-Laws as amended to dateLaws. Such The Company Articles of Incorporation and Company By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its the Company Articles of Incorporation or the Company By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Articles of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of its the Articles of Incorporation and the By-Laws as amended to dateof the Company. Such Articles of Incorporation and By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 1 contract
Articles of Incorporation and By-Laws. The Company has heretofore previously furnished to Parent the Seller a complete and correct copy of its the Company Articles of Incorporation and the Company By-Laws as amended to dateLaws. Such The Company Articles of Incorporation and Company By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its the Company Articles of Incorporation or the Company By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advantage Bancorp Inc)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to the Parent a complete and correct copy of its the Articles of Incorporation of the Company and the By-Laws of the Company as amended to datecurrently in effect. Such Articles of Incorporation and By-Laws are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kaynar Technologies Inc)
Articles of Incorporation and By-Laws. The Company has ------------------------------------- heretofore furnished made available to Parent a complete and correct copy of its Articles the articles of Incorporation incorporation and Bythe by-Laws as amended to datelaws of the Company. Such Articles articles of Incorporation incorporation and Byby-Laws laws are in full force and effect. The Company is not in violation of any of the provisions of its Articles articles of Incorporation incorporation or Byby-Lawslaws.
Appears in 1 contract
Samples: Newport Corp
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its the Articles of Incorporation and the By-Laws laws, each as amended to date, of the Company. Such Articles of Incorporation and By-Laws laws are in full force and effect. The Company is not in violation of any of the provisions provision of its Articles of Incorporation or By-Lawslaws, except for such violations as would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Airlines Inc)
Articles of Incorporation and By-Laws. The Each Company has heretofore furnished delivered to Parent a complete and correct copy copies of its Articles of Incorporation and By-Laws Laws, as amended to datedate certified as such by its Chief Operating Officer. Such Each of such Articles of Incorporation and By-Laws are in full force and effect. The Neither Company is not in violation of any of the provisions of its Articles of Incorporation or By-LawsLaws or equivalent organizational documents.
Appears in 1 contract
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent Administrator a complete and correct copy of its the Articles of Incorporation and the By-Laws Laws, as amended or restated to date. Such Articles of Incorporation and By-Laws are in full force and effectthe date hereof. The Company is not in violation of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 1 contract
Samples: Administration Agreement (Win or Lose Acquisition Corp)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its the Restated Articles of Incorporation of the Company (the "Articles of Incorporation") and the By-Laws of the Company as amended currently in effect. No other similar organizational documents are applicable to date. Such Articles of Incorporation and By-Laws are in full force and effector binding upon the Company. The Company is not in violation in any material respect of any of the provisions of its Articles of Incorporation or By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton International Inc /In/)
Articles of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of its the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws as amended to dateof the Company. Such Amended and Restated Articles of Incorporation and Amended and Restated By-Laws are in full force and effect. The Company is not in violation of any of the provisions of its Amended and Restated Articles of Incorporation or Amended and Restated By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Articles of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its the Articles of Incorporation and the By-Laws of the Company and the equivalent organizational documents of each subsidiary of the Company as amended to date. Such Articles of Incorporation and By-Laws are currently in full force and effect. The Neither the Company nor any subsidiary thereof is not in violation of any of the provisions of its Articles of Incorporation or By-LawsLaws or equivalent organizational document.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Imaging Centers of America Inc)
