Common use of Certificate of Incorporation and Bylaws Clause in Contracts

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

Appears in 5 contracts

Samples: Share Purchase Agreement (Synchronoss Technologies Inc), Agreement and Plan of Merger (Vitesse Semiconductor Corp), Agreement and Plan of Merger (Microsemi Corp)

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Certificate of Incorporation and Bylaws. The Company has heretofore prior to the date of this Agreement made available to Purchaser a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate certificates of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents.

Appears in 5 contracts

Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Anzu Special Acquisition Corp I), Stockholder Support Agreement (GigCapital5, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore made available furnished to Purchaser the Investor a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws or equivalent organizational documentsbylaws, each as amended to dateor modified as of the date hereof, of the Company and each material Company SubsidiaryCompany. Such Certificate certificate of Incorporation, Bylaws or equivalent organizational documents incorporation and bylaws are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws or equivalent organizational documentsincorporation and bylaws in any material respect.

Appears in 5 contracts

Samples: Investment Agreement, Investment Agreement (Yum China Holdings, Inc.), Investment Agreement (Yum China Holdings, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore made available prior to Purchaser the date of this Agreement Made Available a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company SubsidiaryCompany. Such Certificate certificates of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents.

Appears in 4 contracts

Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)

Certificate of Incorporation and Bylaws. The Company has heretofore made available to Purchaser the Investor a complete and correct copy of the Certificate of Incorporation and the Bylaws or equivalent organizational documentsBylaws, each as amended to date, of the Company and each material Company SubsidiaryCompany. Such Certificate of Incorporation, Incorporation and Bylaws or equivalent organizational documents of the Company are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate of IncorporationIncorporation or Bylaws. True and complete copies of all minute books of the Company containing minutes for the period from October 26, Bylaws or equivalent organizational documents2005 to the date of this Agreement have been made available by the Company to the Investor.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A), Securities Purchase Agreement (Norsk Hydro a S A)

Certificate of Incorporation and Bylaws. The Company has heretofore made available has, prior to Purchaser the date of this Agreement, Made Available a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company SubsidiaryCompany. Such Certificate certificates of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)

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

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore made available to Purchaser delivered a complete true and correct copy of the its Certificate of Incorporation and the Bylaws or equivalent organizational other charter documents, each as amended to date, of the to Purchaser. The Company and each material Company Subsidiary. Such Certificate of Incorporation, Bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Incorporation or Bylaws or equivalent organizational documents.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Netfabric Holdings, Inc), Option and Purchase Agreement (Netfabric Holdings, Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore made available furnished to Purchaser Buyer a true, complete and correct copy of the its Certificate of Incorporation and the Bylaws or equivalent organizational documentsbylaws, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate of Incorporation, Bylaws or equivalent organizational documents Incorporation and bylaws are in full force and effect. Neither the Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Bylaws Incorporation or equivalent organizational documentsbylaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zanett Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore made available delivered to Purchaser Acquiror a complete and correct copy of the Certificate certificate of Incorporation incorporation and bylaws of the Company and the Bylaws or equivalent organizational documentscertificate of incorporation of the Stockholder, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate certificate of Incorporationincorporation, Bylaws bylaws and other organizational or equivalent organizational governing documents are in full force and effect. Neither the Company nor any Company Subsidiary Stockholder is in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws incorporation or equivalent bylaws or other organizational documentsor governing document.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eglobe Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore prior to the date of this Agreement made available to Purchaser a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company SubsidiaryCompany. Such Certificate certificates of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporationincorporation, Bylaws bylaws or equivalent organizational documents.

Appears in 1 contract

Samples: Stockholders Agreement (Quantum Computing Inc.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Simulations Plus Inc)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Certificate of Incorporation and Bylaws. (a) The Company has heretofore made available delivered to Purchaser the Investor a complete and correct copy of the Certificate certificate of Incorporation incorporation and the Bylaws or equivalent organizational documentsbylaws of the Company, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate certificate of Incorporation, Bylaws or equivalent organizational documents incorporation and bylaws are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws incorporation or equivalent bylaws or other organizational documentsor governing document.

Appears in 1 contract

Samples: Loan and Note Purchase Agreement (Executive Telecard LTD)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to Purchaser Buyer and Merger Sub a complete and correct copy of the certificate of incorporation (the "Company Certificate of Incorporation") and bylaws (the "Company Bylaws") of Company, as amended and in effect on the date hereof. The Company Certificate of Incorporation and the Company Bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate of Incorporation, Bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is not in violation of any provisions of the provisions of its Company Certificate of Incorporation, Incorporation or Company Bylaws or equivalent organizational documentsin any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hepion Pharmaceuticals, Inc.)

Certificate of Incorporation and Bylaws. The Company has heretofore furnished or otherwise made available to Purchaser Holdings a complete and correct copy of the restated certificate of incorporation, as amended to date (the “Certificate of Incorporation”), and the bylaws (the “Bylaws”) of the Company as currently in effect. The Certificate of Incorporation and the Bylaws or equivalent organizational documents, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate of Incorporation, Bylaws or equivalent organizational 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 Company Subsidiary is not in violation of any of the provisions of its Certificate of Incorporation, Bylaws Incorporation or equivalent organizational documentsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wrigley Wm Jr Co)

Certificate of Incorporation and Bylaws. The Company has heretofore made available to Purchaser Parent a complete and correct copy of the Certificate of Incorporation and the Bylaws or equivalent organizational documentsof the Company, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate of Incorporation, Incorporation and Bylaws or equivalent organizational documents are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate of IncorporationIncorporation or By-laws, Bylaws or equivalent organizational documentsexcept for violations that would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radio One Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore made available delivered to Purchaser Acquiror a complete and correct copy of each of the Certificate certificate of Incorporation incorporation and bylaws of the Bylaws or equivalent organizational documentsCompany, each as amended to date, of the Company and each material Company Subsidiary. Such Certificate certificate of Incorporation, Bylaws or equivalent organizational documents incorporation and bylaws are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws incorporation or equivalent organizational documentsbylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxicom Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore prior to the date of this Agreement made available to Purchaser a Acquiror true, complete and correct copy copies of the Certificate its certificate of Incorporation incorporation and the Bylaws or bylaws, and substantially equivalent organizational documentsdocuments for each of its subsidiaries, in each case, as amended to date, as of the Company and each material Company Subsidiarydate of this Agreement. Such Certificate certificate of Incorporation, Bylaws or equivalent organizational documents incorporation and bylaws are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws incorporation or equivalent organizational documentsbylaws.

Appears in 1 contract

Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)

Certificate of Incorporation and Bylaws. The Company has heretofore made available delivered to Purchaser Acquiror a complete and correct copy of the Certificate certificate or articles of Incorporation incorporation and the Bylaws or equivalent organizational documentsbylaws of the Company, each as amended to date, the date of the Company this Agreement. Each such certificate or articles of incorporation and each material Company Subsidiary. Such Certificate of Incorporation, Bylaws or equivalent organizational documents are bylaws is in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate or articles of Incorporation, Bylaws incorporation or equivalent organizational documentsbylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edg Capital Inc)

Certificate of Incorporation and Bylaws. The Company has heretofore made available delivered to Purchaser Acquiror a complete and correct copy of each of the Certificate certificate of Incorporation incorporation and bylaws of the Bylaws or equivalent organizational documentsCompany, each as amended to datein effect on the date hereof, of certified by the Company and each material Company SubsidiaryCompany's corporate secretary. Such Certificate certificate of Incorporation, Bylaws or equivalent organizational documents incorporation and bylaws are in full force and effect. Neither the The Company nor any Company Subsidiary is not in violation of any of the provisions of its Certificate certificate of Incorporation, Bylaws incorporation or equivalent organizational documentsbylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itc Deltacom Inc)

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