Charter and By-Laws Sample Clauses

Charter and By-Laws. During the term of this Agreement the Company shall not, and the Shareholder Group shall not, and shall not facilitate any effort to, amend, alter or repeal, or propose the amendment, alteration or repeal of, any provision of the Charter or the By-Laws in any manner which is inconsistent with the terms of this Agreement. If at any time during the term of this Agreement the provisions of this Agreement shall conflict with the provisions of the Charter or the By-Laws, the parties shall use all reasonable efforts, consistent with their fiduciary responsibilities, to cause the provisions of the Charter and the By-Laws to be brought into conformity with the provisions of this Agreement.
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Charter and By-Laws. Parent has heretofore furnished to the Company complete and correct copies of the Certificate of Incorporation and By-Laws of Parent each as currently in effect and of the Certificate of Incorporation and By-Laws of Merger Sub each as currently in effect. Neither Parent nor Merger Sub is in violation of any of the provisions of its respective Certificate of Incorporation or By-Laws. (c)
Charter and By-Laws. The Company has heretofore made available to Parent a complete and correct copy of the charter and the By-laws or comparable organizational documents, each as amended as of the date hereof, of the Company and each of the Significant Subsidiaries.
Charter and By-Laws. During the term of this Agreement the Company shall not amend, alter or repeal, or propose the amendment, alteration or repeal of, any provision of the Charter or the By-laws in any manner which is inconsistent with the terms of this Agreement and which adversely affects the rights of the Shareholder Group under the terms of this Agreement. If at any time during the term of this Agreement the provisions of this Agreement shall conflict with the provisions of the Charter and the By-laws, the provisions of this Agreement shall be controlling.
Charter and By-Laws. Parent has heretofore furnished to the Company a complete and correct copy of its Restated Articles of Organization and By-Laws, as most recently restated and subsequently amended to the date hereof. Such Restated Articles of Organization and By-Laws are in full force and effect and neither Parent nor Merger Sub is in violation of any of the provisions of its charter or By-Laws, except where the failure to be in full force and effect or where such violation would not have a Parent Material Adverse Effect.
Charter and By-Laws. Amend or otherwise modify its Certificate of Incorporation or By-laws in any manner which requires the consent of an "Independent Director" (as defined in the Borrower's Certificate of Incorporation).
Charter and By-Laws. IFT has heretofore delivered to TNCI true, accurate and complete copies of the Certificate of Incorporation and By-Laws of IFT, together with all amendments to each of the same as of the date hereof.
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Charter and By-Laws. TNCI has heretofore delivered to TNCI true, accurate and complete copies of the Articles of Incorporation and By-Laws of TNCI, together with all amendments to each of the same as of the date hereof.
Charter and By-Laws. (a) Immediately after the Closing, any Director will have the right to call a meeting of the Board of Directors.
Charter and By-Laws. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the By-Laws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the By-Laws.
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