The copies of the charter document and corporate governance document of [[Organization B:Organization]] (collectively, the “Organizational Documents”) that have been delivered to Cosmos prior to the execution of this Agreement are true and complete and have not been amended or repealed. [[Organization B:Organization]] is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on [[Organization B:Organization]].

Option Subject to Articles of Incorporation and Bylaws. The Optionee acknowledges that the Option and the exercise thereof is subject to the Articles of Incorporation, as amended from time to time, and the Bylaws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations.

Section # Articles of Incorporation Governs. In the event of any conflict between the provisions of the Corporation’s Articles of Incorporation and Bylaws, the provisions of the Articles of Incorporation shall govern.

amend this Corporation’s Articles of Incorporation or bylaws; or

cause, permit or propose any amendments to Provider’s Articles of Incorporation or Bylaws;

not amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

“Organizational Documents” means any charter, certificate of incorporation, certificate of formation, articles of incorporation, articles of association, memorandum of association, bylaws, operating agreement, partnership agreement or similar formation or governing documents and instruments.

“Charter Documents” means the certificate of incorporation, bylaws, memorandum and articles of association, articles of organization, other comparable governing instruments with different names.

Charter Documents: Cause or permit any amendments to its Certificate or Articles of Incorporation or Bylaws;

with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction);