Common use of Certificate of Incorporation and Bylaws; Records Clause in Contracts

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; and (2) 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 stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").

Appears in 1 contract

Samples: Rights Agreement (Proxymed Inc /Ft Lauderdale/)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered or otherwise made available to Parent accurate and complete copies of: (1) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; and (2) 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 stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").'s

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medical Device Alliance Inc)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the certificate of incorporation and bylaws, including all amendments thereto, thereto of the Company; and (2b) the minutes and other stock records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").Company; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicines Co /De)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the certificate of incorporation incorporation, bylaws and bylawsother charter or similar organizational documents of the respective Acquired Corporations, including all amendments thereto, ; (2) stock records of each of the CompanyAcquired Corporations; and (23) 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 stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").except

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Dna Sciences Inc)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the certificate of incorporation and bylaws, including Company Charter Documents; (b) all amendments thereto, stock records of the Company; and (2c) the all minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and Company, the board Board of directors Directors of the Company (and all committees of the items described Board of Directors of the Company. The foregoing are accurate and complete in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS")all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CarePayment Technologies, Inc.)

Certificate of Incorporation and Bylaws; Records. The Company Parent has delivered to Parent the Company accurate and complete copies of: (1) the certificate its Certificate of incorporation Incorporation and bylawsBylaws, including all amendments thereto, thereto (the "Incorporation Documents"); (2) a detailed listing of the Companycapitalization of Parent; and (23) 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 stockholders stockholders, the board of the Company directors and all committees of the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS")Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Director Inc)

Certificate of Incorporation and Bylaws; Records. The Company Parent has delivered to Parent the Company accurate and complete copies of: (1) the certificate of incorporation and bylaws, including all amendments thereto, of the CompanyParent; and (2) 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 stockholders of the Company Parent and the board of directors of the Company Parent (the items described in (1) and (2) above, collectively, the "COMPANY PARENT CONSTITUENT DOCUMENTS").

Appears in 1 contract

Samples: Rights Agreement (Proxymed Inc /Ft Lauderdale/)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the certificate Company's Certificate of incorporation Incorporation and bylaws, including all amendments thereto, ; (2) the stock records of the Company; and (23) the minutes and other records of the all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and Company, the board of directors of the Company (and all committees of the items described in (1) and (2) above, collectively, board of directors of the "COMPANY CONSTITUENT DOCUMENTS").Company. There has not been any violation of any of the provisions of the Company's Certificate of Incorporation

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent Buyer accurate and complete copies of: (1a) the Company's certificate of incorporation and bylaws, including all amendments thereto, ; (b) the stock records of the Company; and (2c) 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 stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").proceedings

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Digital River Inc /De)

Certificate of Incorporation and Bylaws; Records. The Company has delivered or made available to Parent accurate and complete copies of: (1) of the certificate of incorporation and bylawsbylaws of the Company, including all amendments thereto, . The Company has made available to Parent accurate and complete copies in all material respects of the Company; and (2) 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 stockholders of the Company and the board of directors and all committees of the Company (board of directors of the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS")Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Pharmacopeia Inc)

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