Common use of Articles of Incorporation and Bylaws Clause in Contracts

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Smartflex Systems Inc), Agreement and Plan of Merger (Saturn Electronics & Engineering Inc), Agreement and Plan of Merger (Smartflex Systems Inc)

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Articles of Incorporation and Bylaws. The Company A has heretofore furnished made available to Parent the Company and B a complete and correct copy of the Articles of Incorporation and the Bylaws or of A and the equivalent organizational documentsdocuments of its subsidiaries, each as amended to date, of the Company and each Subsidiaryif applicable. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company A nor any Subsidiary of its subsidiaries is in violation of any provision of the provisions of its Articles of Incorporation, Incorporation or Bylaws or equivalent organizational documents.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Brenneman Gregory D), Agreement and Plan of Merger (Aloha Airgroup Inc), Agreement and Plan of Merger (Hawaiian Airlines Inc/Hi)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a Associated complete and correct copy copies of the Articles of Incorporation and the Bylaws or equivalent organizational documentsBylaws, each as amended to dateor restated, of the Company and each Subsidiary. Such the Company Subsidiaries and such Articles of Incorporation, Incorporation and Bylaws of the Company and equivalent organization documents the Company Subsidiaries are in full force and effect. Neither effect and, neither the Company nor any Subsidiary of the Company Subsidiaries is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (State Financial Services Corp)

Articles of Incorporation and Bylaws. The Company has heretofore previously furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or of Company and equivalent organizational documentsdocuments of each of its subsidiaries, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents of Company and each of its subsidiaries are in full force and effect. Neither the Company nor any Subsidiary of its subsidiaries is in violation of any provision of the provisions of its respective Articles of Incorporation, Incorporation or Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and or equivalent organization documents organizational documents, as amended to date, are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Labone Inc/)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent the Investor a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, bylaws of the Company and each Subsidiaryof its subsidiaries as most recently restated and subsequently amended to date. Such The Articles of Incorporation, Bylaws Incorporation and equivalent organization documents bylaws of the Company and each of the Subsidiaries are in full force and effect. Neither As of the date of this Note, neither the Company nor any Subsidiary of its subsidiaries is in violation of any provision of the provisions of its respective Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsbylaws.

Appears in 2 contracts

Samples: Harvey Entertainment Co, Guez Paul

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent Acquiror a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (WLR Foods Inc), Agreement and Plan of Merger (WLR Foods Inc)

Articles of Incorporation and Bylaws. (a) The Company has heretofore furnished made available to Parent Purchaser a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documentsBylaws, each as amended to date, of the Company and each SubsidiaryCompany. Such Articles of Incorporation, Incorporation and Bylaws and equivalent organization documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any provision of the provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Actel Corp)

Articles of Incorporation and Bylaws. The ------------------------------------ Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lpiv Acquisition Corp), Agreement and Plan of Merger (Durakon Industries Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the articles of incorporation of the Company, as amended through the date hereof (the “Articles of Incorporation”), and the bylaws of the Company, as amended through the date hereof (the “Bylaws”). The Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any provision of its the Articles of Incorporation, Incorporation or Bylaws or equivalent organizational documentsin any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brightpoint Inc), Agreement and Plan of Merger (Ingram Micro Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished or made available to Parent a Parent, prior to the date of this Agreement, complete and correct copy copies of the Articles articles of Incorporation incorporation and bylaws or the Bylaws or equivalent organizational documents, in each case as amended or restated to datethe date hereof, of the Company and each Company Subsidiary. Such Articles of Incorporation, The Company Charter and Company Bylaws and equivalent organization other organizational documents of each Company Subsidiary are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any provision of the provisions of its Articles articles of Incorporation, Bylaws incorporation or bylaws (or equivalent organizational documents).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/), Agreement and Plan of Merger (Brink's Home Security Holdings, Inc.)

Articles of Incorporation and Bylaws. The Company has ------------------------------------ heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiaryCompany. Such Articles of Incorporation, Bylaws and or equivalent organization organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rhone Poulenc S A)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent the Investors a complete and correct copy of the Amended and Restated Articles of Incorporation Incorporation, as amended ("Articles of Incorporation") and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Convertible Subordinated Loan and Warrant Purchase Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The Company has heretofore previously furnished to Parent a complete and correct copy of its Articles of Incorporation and Bylaws as amended to date and the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to datedate of each Subsidiary (together, of the "Company and each SubsidiaryCharter Documents"). Such Articles of Incorporation, Bylaws and equivalent organization documents Company Charter Documents are in full force and effect. Neither the Company nor any either Subsidiary is in violation of any provision of its Articles the provisions of Incorporation, Bylaws or equivalent organizational documentsthe Company Charter Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Insight Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a Associated complete and correct copy copies of the Articles of Incorporation and the Bylaws or equivalent organizational documentsBylaws, each as amended to dateor restated, of the Company and each Subsidiary. Such of the Company Subsidiaries and such Articles of Incorporation, Incorporation and Bylaws of the Company and equivalent organization documents each of the Company Subsidiaries are in full force and effect. Neither effect and neither the Company nor any Subsidiary of the Company Subsidiaries is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Federal Capital Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a Associated complete and correct copy copies of the Articles of Incorporation and the Bylaws or equivalent organizational documentsBylaws, each as amended to dateor restated, of the Company and each Subsidiary. Such of the Company Subsidiaries and such Articles of Incorporation, Incorporation and Bylaws of the Company and equivalent organization documents each of the Company Subsidiaries are in full force and effect. Neither effect and neither the Company nor any Subsidiary of the Company Subsidiaries is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws. SECTION 2.03. Capitalization.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Associated Banc-Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documentsof the Company, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Incorporation and Bylaws and equivalent organization documents are in full force and effect. Neither the The Company nor any Subsidiary is not in violation of any provision of the provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardiac Science Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a True, complete and correct copy copies of the Articles Company’s articles of Incorporation incorporation and bylaws and the Bylaws Company Subsidiaries’ charter or equivalent memorandum and articles of association or other organizational documentsdocuments and bylaws, each as amended to datein effect on the date hereof (the “Organizational Documents”), are included in Section 3.02 of the Company and each SubsidiaryDisclosure Schedule. Such Articles of Incorporation, Bylaws and equivalent organization documents Organizational Documents are in full force and effect. Neither the Company nor any Subsidiary either of the Company Subsidiaries is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws or equivalent organizational documentsOrganizational Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liveperson Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to the Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aquapenn Spring Water Company Inc)

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Articles of Incorporation and Bylaws. The copies of the Company’s Amended Articles of Incorporation (the “Company Articles of Incorporation”) and Amended and Restated Bylaws (the “Company Bylaws”), which were previously furnished or made available to Parent, are complete and correct. The Company has heretofore furnished made available to Parent a complete and correct copy of the Articles of Incorporation charter and the Bylaws bylaws (or equivalent organizational documents), and all amendments thereto, of each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization documents are in full force and effectSubsidiaries. Neither the Company nor any Company Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws organizational or equivalent organizational governing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)

Articles of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the amended and restated articles of incorporation, as amended to date (the “Articles of Incorporation”), and the amended and restated bylaws (the “Bylaws”) of the Company as currently in effect. The Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, the Bylaws and equivalent organization documents are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any Subsidiary is not in violation of any provision provisions of its Articles of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Claires Stores Inc)

Articles of Incorporation and Bylaws. The Company has ------------------------------------ heretofore furnished made available to Parent Buyer a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryof its subsidiaries. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company nor any Subsidiary of its subsidiaries is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FLD Acquisition Corp)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent Purchaser a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and the equivalent organizational documents of each Subsidiary. Such Articles subsidiary of Incorporation, Bylaws and equivalent organization documents are the Company as currently in full force and effect. Neither the Company nor any Subsidiary subsidiary of the Company is in violation of any provision of the provisions of its Articles of Incorporation, Incorporation or Bylaws (or equivalent organizational documents).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watkins Johnson Co)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each the Subsidiary. Such Articles of Incorporation, Bylaws and or equivalent organization organizational documents are in full force and effect. Neither the Company nor any the Subsidiary is in violation of any provision of the provisions of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Acquisition Agreement (Orthofix International N V)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Articles articles of Incorporation incorporation and bylaws of the Bylaws or equivalent organizational documentsCompany, each as amended to date, the date of the Company and each Subsidiarythis Agreement. Such Articles articles of Incorporation, Bylaws incorporation and equivalent organization documents bylaws are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any provision of the provisions of its Articles articles of Incorporation, Bylaws incorporation or bylaws (or equivalent organizational documents).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Articles of Incorporation, Bylaws and or equivalent organization organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in material violation of any provision of the provisions of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novellus Systems Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each SubsidiaryCompany. Such Articles of Incorporation, Bylaws and or equivalent organization organizational documents are in full force and effect. Neither , and neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents. Section 3.03.

Appears in 1 contract

Samples: Preliminary Copies (Rhone Poulenc S A)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent the Investors a complete and correct copy of the Amended and Restated Articles of Incorporation Incorporation, as amended ("Articles of Incorporation") and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Loan and Amendment Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Parent Buyer a complete and correct copy of the Articles of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiaryof its subsidiaries. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company nor any Subsidiary of its subsidiaries is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Full Line Distributors Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished to Parent the Investors a complete and correct copy of the Amended and Restated Articles of Incorporation Incorporation, as amended ("Articles of Incorporation") and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each the Subsidiary. Such Articles of Incorporation, Bylaws and equivalent organization organizational documents are in full force and effect. Neither the Company nor any the Subsidiary is in violation of any provision of its Articles of Incorporation, Bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: And Warrant Purchase Agreement (Imagemax Inc)

Articles of Incorporation and Bylaws. The Company has heretofore furnished made available to Parent the Parents a complete and correct copy of the Articles of Incorporation and the Bylaws (or equivalent organizational documents), each as amended to date, of the Company and each Subsidiaryof its Material Subsidiaries. Such The Articles of Incorporation, Incorporation and the Bylaws (or equivalent organizational documents) of the Company and equivalent organization documents each of its Material Subsidiaries are in full force and effect. Neither None of the Company nor or any Subsidiary of its Material Subsidiaries is in material violation of any provision of its their respective Articles of Incorporation, Incorporation or the Bylaws (or equivalent organizational documents).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)

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