Examples of Company Certificate of Incorporation in a sentence
All such issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights created by statute, the Company Certificate of Incorporation, the Company Bylaws or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws.
True and complete copies of the Company Certificate of Incorporation and Bylaws (the “Company Bylaws”) of the Company, each as amended to date, have been made available to Parent or its advisors.
As of the date of this Agreement, the Company Stock is held of record and beneficially by the Stockholders as set forth on Schedule 2.3 to the Disclosure Memorandum, free and clear of any Encumbrances created by the Company Certificate of Incorporation, the Company Bylaws or Contracts to which the Company is a party and, to the Knowledge of the Company, free and clear of any other Encumbrances.
The Company has furnished to Parent accurate and complete copies of (a) the Company Certificate of Incorporation and the Company Bylaws, (b) minute books, and (c) stock transfer records.
The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or its bylaws.