CHARTER AND BY Sample Clauses

CHARTER AND BY. Laws of the Surviving Corporation

CHARTER AND BY. Laws of the Company. Except for the Certificate of Designation, no amendments to the Certificate of Incorporation or By-Laws of the Company as in effect on the date hereof shall have been effected.

CHARTER AND BY. LAWS, GOOD STANDING. The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, (i) a copy of the certificate or articles of incorporation of the Borrower and each other Credit Party, including any amendments or restatements thereof, certified as of a recent date by the Secretary of State or other governmental official of the jurisdiction of its formation, (ii) a copy of the By-Laws or equivalent governing documents of the Borrower and each other Credit Party, certified as true, correct and in full force and effect by the Secretary or an Assistant Secretary of such Credit Party; and (iii) a copy of a certificate of good standing for the Borrower and each other Credit Party, issued as of a recent date by the Secretary of State or other governmental official of the jurisdiction of its formation.

CHARTER AND BY. Laws of the Borrower. Copies of the corporate charter and by-laws of the Borrower certified by the Secretary of the Borrower.

CHARTER AND BY. LAWS OF THE SURVIVING CORPORATION 2.1. The Charter..............................................................6 2.2. The By-Laws..............................................................6

CHARTER AND BY. Laws Amendments; Written Consent. Until the ----------------------------------------------- Termination Date, the Company shall not, and shall not permit any of its subsidiaries to, and no officer, employee or other agent of the Company or any of its subsidiaries shall have the authority, in the name or on behalf of the Company or any of its subsidiaries, to, without the prior written consent of the Family Shareholders, (a) amend or restate the Company's certificate of incorporation or by-laws in any respect that would materially and adversely affect the Family Shareholders or their Permitted Transferees differently from any other holders of the Company's common stock or to provide for action by shareholders by written consent without a meeting, or (b) by amendment to the Company's certificate of incorporation or by-laws or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants or agreements to be performed under this agreement by the Company.

CHARTER AND BY. LAWS. Cause, permit or propose any amendments to the Certificate of Incorporation or By-laws of Company;

CHARTER AND BY. LAWS. Cause, permit or propose any amendments to the Certificate of Incorporation or By-laws of CGI;

CHARTER AND BY. Laws, Books and Records. Global has heretofore delivered or made available to SSC true and complete copies of the Certificate of Incorporation (certified by the Secretary of State or comparable authority of its jurisdiction of incorporation) and Bylaws of Global as in effect on the date hereof, and corporate minute books. STTJ is not in default in the performance, observation or fulfillment of either its Certificate of Incorporation or Bylaws. The minute books of Global contain true and complete records of all meetings and consents in lieu of meetings of the Board of Directors and of the stockholders of Global prior to the date hereof, and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings. The stock books of Global are true, complete and correct. The general ledgers and books of account of Global, if any, to which SSC and its representatives have been given access are correct and complete in all material respects and have been maintained in accordance with good business practice.