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

Articles of Incorporation and Bylaws; Records. Except as set forth in Part 2.2 of the Disclosure Schedule, the Company has delivered to Parent accurate and complete copies of: (a) the articles of incorporation and bylaws or equivalent governing documents, including all amendments thereto, of each of the Acquired Corporations (the "Incorporation Documents"); (b) the stock records of the Acquired Corporations; and (c) 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, the board of directors and all committees of the board of directors of each of the Acquired Corporations. There have been no formal meetings or other proceedings of the shareholders, board of directors, or any committee of the board of directors of any of the Acquired Corporations that are not fully reflected in such minutes or other records. There has been no violation of any of the provisions of the Incorporation Documents of any of the Acquired Corporations, and no Acquired Corporation has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Corporation's shareholders, board of directors or any committee of such Acquired Corporation's board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations 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. Except as set forth in Part 2.2 of the Disclosure Schedule, the The Company has delivered to Parent accurate and complete copies of: (a) the articles of incorporation and bylaws or other equivalent governing documentscharter documents of each Acquired Corporation, including all amendments thereto, of each as in effect as of the Acquired Corporations (the "Incorporation Documents")date of this Agreement; (b) the stock records of the each Acquired CorporationsCorporation; and (c) 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, the board of directors directors, and all committees of the board of directors of each of the Acquired CorporationsCorporation. There have been no formal meetings or other proceedings of the shareholders, the board of directors, or any committee of the board of directors of any of the Acquired Corporations Corporation that are not fully reflected in such minutes or other records. There has not been no any violation of any of the provisions of the Incorporation Documents articles of incorporation, bylaws and other charter and organizational documents of any of the Acquired CorporationsCorporation, and no Acquired Corporation has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Corporation's the shareholders, the board of directors directors, or any committee of the board of directors of such Acquired Corporation's board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations are accurate, up-to-up to date and complete in all material respects, and have been maintained in accordance with prudent business practicespractices and all applicable Legal Requirements.

Articles of Incorporation and Bylaws; Records. Except as set forth in Part 2.2 of the Disclosure Schedule, the The Company has delivered The Company has made available to Parent or its advisors accurate and complete copies of: (a) the articles of incorporation and bylaws or other equivalent governing documentscharter documents of each Acquired Corporation, including all amendments thereto, of each as in effect as of the Acquired Corporations (the "Incorporation Documents")date of this Agreement; (b) the stock records of the each Acquired CorporationsCorporation; and (c) 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 shareholdersshareholders of each Acquired Corporation, the board of directors of each Acquired Corporation and all committees of the board of directors of each of the Acquired CorporationsCorporation. There have been no formal meetings or other proceedings of the shareholdersshareholders of any Acquired Corporation, the board of directors, directors of any Acquired Corporation or any committee of the board of directors of any of the Acquired Corporations Corporation that are not fully reflected in such minutes or other records. There has not been no any violation of any of the provisions of the Incorporation Documents articles of incorporation, bylaws and other charter and organizational documents of any of the Acquired CorporationsCorporation, and no Acquired Corporation has taken any action that is inconsistent in any material respect with any resolution adopted by the shareholders of such Acquired Corporation's shareholders, the board of directors of such Acquired Corporation or any committee of the board of directors of such Acquired Corporation's board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practicespractices and all applicable Legal Requirements.

Articles of Incorporation and Bylaws; Records. Except as set forth in Part 2.2 of the Disclosure Schedule, the The Company has delivered to Parent accurate and complete copies of: (a1) the articles of incorporation and bylaws or equivalent governing documentsbylaws, including all amendments thereto, of each of the Acquired Corporations Corporation (the "Incorporation Documents"or other formation documents for any Acquired Corporation that is not a U.S. Entity); (b2) the stock records of the each Acquired CorporationsCorporation; and (c3) 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 shareholdersshareholders of each Acquired Corporation, the board of directors of each Acquired Corporation and all committees of the board of directors of each of Acquired Corporation (the Acquired Corporationsitems described in (1), (2) and (3) above, collectively, the "Company Constituent Documents"). There have been no formal meetings or other proceedings of the shareholdersshareholders of any of the Acquired Corporations, the board of directors, directors of any of the Acquired Corporations or any committee of the board of directors of any of the Acquired Corporations that are not fully reflected in such minutes or other recordsthe Company Constituent Documents. There has not been no any violation of any of the provisions of the Incorporation Documents of any Company Constituent Documents, and none of the Acquired Corporations, and no Acquired Corporation Corporations has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Corporation's shareholders, board of directors or any committee of such Acquired Corporation's board of directorsthe Company Constituent Documents. The books of account, stock records, minute books and other All the records of each of the Acquired Corporations are accurate, up-to-date in the actual possession and complete in all material respects, and have been maintained in accordance with prudent business practicesdirect control of the respective Acquired Corporation.

Articles of Incorporation and Bylaws; Records. Except as set forth in Part 2.2 of the Disclosure Schedule, the The Company has delivered to Parent accurate and complete copies of: (a1) the articles Articles of incorporation Incorporation and bylaws or equivalent governing documentsBylaws of the Company and each of the Subsidiaries, including all amendments thereto, of each of the Acquired Corporations (the "Incorporation Documents"); (b2) the stock records of the Acquired CorporationsCompany and each of the Subsidiaries; and (c3) 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 shareholdersshareholders of the Company or any of its Subsidiaries, the board of directors of the Company or any of its Subsidiaries and all committees of the board of directors of each the Company or any of the Acquired Corporationsits Subsidiaries. There have been no formal meetings or other proceedings of the shareholdersshareholders of the Company or any of its Subsidiaries, the board of directors, directors of the Company or any of its Subsidiaries or any committee of the board of directors of the Company or any of the Acquired Corporations its Subsidiaries that are not fully reflected in such minutes or other records. There has not been no any violation of any of the provisions of the Articles of Incorporation Documents or Bylaws of the Company or any of the Acquired Corporationsits Subsidiaries, and no Acquired Corporation neither the Company nor any of its Subsidiaries has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Corporation's shareholdersthe shareholders of the Company or any of its Subsidiaries, the board of directors of the Company or any of its Subsidiaries or any committee of such Acquired Corporation's the board of directorsdirectors of the Company or any of its Subsidiaries. The books of account, stock records, minute books and other records of the Company and each of the Acquired Corporations its Subsidiaries are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent reasonable business practices.

Articles of Incorporation and Bylaws; Records. Except as set forth in Part 2.2 of the Disclosure Schedule, the The Company has delivered to Parent accurate and complete copies of: (a1) each of the Acquired Corporations' articles of incorporation and bylaws (or equivalent governing similar organizational documents), including all amendments thereto, of each of the Acquired Corporations (the "Incorporation Documents"); (b2) the stock records of each of the Acquired Corporations; and (c3) 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 shareholdersshareholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations. There have been no formal meetings or other proceedings of the shareholdersshareholders of any of the Acquired Corporations, the board of directors, directors of any of the Acquired Corporations or any committee of the board of directors of any of the Acquired Corporations that are not fully reflected in such minutes or other records. There has not been no any violation of any of the provisions of the Incorporation Documents of any of the Acquired Corporations' articles of incorporation or bylaws (or similar organizational documents), and no none of the Acquired Corporation Corporations has taken any action that is inconsistent in any material respect with any resolution adopted by such any of the Acquired Corporation's Corporations' shareholders, any of the Acquired Corporations' board of directors or any committee of such any of the Acquired Corporation's Corporations' board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.