Common use of Certificate of Incorporation and By-Laws Clause in Contracts

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate of incorporation and the by-laws of each of Parent and Merger Sub as currently in effect. Such certificate of incorporation and by-laws of each of Parent and Merger Sub are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Sub. Neither Parent nor Merger Sub is in violation of any provisions of its certificate of incorporation or by-laws in any material respect.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate Certificate of incorporation Incorporation and the byBy-laws of laws, each as amended to date, of Parent and Merger Sub as currently in effectSub. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any provisions provision of its certificate respective Certificate of incorporation Incorporation or byBy-laws in any material respectlaws.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate of incorporation and the by-laws of each of Parent Parent's and Merger Sub Sub's Certificate of Incorporation and By-Laws, each as currently in effectamended to date. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in Laws, except for any material respectsuch violations as would not have a Parent Material Adverse Effect.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate of incorporation and the by-laws of each of Parent and Merger Sub as currently in effect. Such the certificate of incorporation and by-laws of Merger Sub, each as amended to date. Such certificates of Parent incorporation and Merger Sub by-laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate of incorporation or by-laws in any material respectlaws.

Certificate of Incorporation and By-Laws. The Parent has heretofore furnished or otherwise made available delivered to the Company a complete and correct copy copies of (i) the certificate of incorporation and the by-laws of each of Parent and Merger Sub as currently in effect. Such certificate of incorporation and by-laws (or other equivalent organizational documents) of Parent and Merger Sub, each as amended through the date of this Agreement and (ii) the stock books (or comparable records) of Parent and Merger Sub are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subthrough the date of this Agreement. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate of incorporation or by-laws in any material respector other equivalent organizational documents.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate Restated Certificate of incorporation Incorporation and the byAmended and Restated By-laws of laws, each as amended to date, of Parent and the Certificate of Incorporation and By-laws, each as amended to date, of Merger Sub as currently in effectSub. Such Each such certificate of incorporation and by-laws of each of Parent and Merger Sub are is in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any provisions provision of its certificate of incorporation or by-laws in any material respectlaws.

Certificate of Incorporation and By-Laws. Parent has ---------------------------------------- heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate of incorporation and the by-laws of each of Parent and Merger Sub as currently in effect. Such certificate the articles of incorporation and by-laws of each the Merger Sub. Such certificate of Parent incorporation, articles of incorporation and Merger Sub by-laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor the Merger Sub is in violation of any of the provisions of its certificate of incorporation or by-laws in any material respecttheir respective organizational documents.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate its Certificate of incorporation Incorporation and the byBy-laws of each of Parent and Merger Sub Laws, as currently in effectamended to date. Such certificate Certificate of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws. SECTION 4.05.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a Companies complete and correct copy copies of the certificate of incorporation and the by-laws of each of Parent its and Merger Sub Sub's Certificates of Incorporation and By-Laws, as currently in effectamended to date certified as such by Parent's Secretary. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws or equivalent organizational documents.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate its Certificate of incorporation Incorporation and the byBy-laws of each of Parent and Merger Sub Laws, as currently in effectamended to date. Such certificate Certificate of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate Certificate of incorporation Incorporation and the byBy-laws of each Laws of Parent and Merger Sub Sub, each as currently in effectamended to date. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy copies of the certificate of incorporation and the by-laws of each of Parent its and Merger Sub Sub's Certificates of Incorporation and By-Laws, as currently in effectamended to date. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws.

Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate Certificate of incorporation Incorporation and the byBy-laws of each Laws of Parent and the Certificate of Incorporation and By-Laws of Merger Sub Sub, each as currently in effectamended to date. Such certificate Certificates of incorporation Incorporation and byBy-laws of each of Parent and Merger Sub Laws are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Subeffect. Neither Parent nor Merger Sub is in violation of any of the provisions of its certificate Certificate of incorporation Incorporation or byBy-laws in any material respectLaws.