Common use of Articles of Incorporation and Bylaws; Records Clause in Contracts

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company and the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders and the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; (2b) the stock records of the Company; Company and (3c) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company and the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders and shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; and (2b) the stock records of the Company; and (3c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings or actions of the shareholders of the Company and or the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with bylaws or of any resolution adopted by the Company's shareholders and Shareholders or the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respectscomplete, and have been maintained in accordance with prudent business practicespractices and all applicable Legal Requirements.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; and (2b) the stock records of the Company; and (3c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings or actions of the shareholders of the Company and or the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with bylaws or of any resolution adopted by the Company's shareholders and Shareholders or the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respectscomplete, and have been maintained in accordance with prudent business practicesall applicable Legal Requirements.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings or actions of the shareholders of the Company and or the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with bylaws or of any resolution adopted by the Company's shareholders and or the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respectscomplete, and have been maintained in accordance with prudent business practicespractices and all applicable Legal Requirements, and are in the possession and control of the Company.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent ADAC accurate and complete copies of: (1) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings or actions of the shareholders of the Company and or the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with bylaws or of any resolution adopted by the Company's shareholders and or the Company's board of directorsdirectors that would have a Material Adverse Effect. The books of accountgeneral ledger, stock records, minute books and other material records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Articles of Incorporation and Bylaws; Records. The Company has delivered to Parent SST accurate and complete copies of: (1a) the Company's certificate or articles of incorporation and bylaws, including all amendments thereto; (2b) the stock records of the Company; and (3c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company and the board of directors of the Company. There have been no formal meetings or other proceedings or actions of the shareholders of the Company and or the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with bylaws or of any resolution adopted by the Company's shareholders and or the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.