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

Articles of Incorporation and Bylaws; Records. (a) The Company has delivered or made available to the Purchaser accurate and complete copies of: (i) The Company's articles of incorporation and bylaws, including all amendments thereto; (ii) the stock records of the Company; and (iii) 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 stockholders 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 meetings or other proceedings of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not reflected in such minutes or other records. (b) The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except as set forth in Part 4.02(b) of the Disclosure Schedule. (c) There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws or of any resolution adopted by the Company's stockholders, the Company's board of directors or any committee of the Company's board of directors, and no event has occurred, and no condition or circumstance exists, except as set forth in Part 4.02(c) of the Disclosure Schedule that reasonably could be expected (with or without notice or lapse of time) to constitute or result directly or indirectly in such a violation.

Articles of Incorporation and Bylaws; Records. (a) The Company has delivered or made available to the Purchaser Acquiror accurate and complete copies of: : (i) The the Company's ’s articles of incorporation and bylaws, including all amendments thereto; ; (ii) the stock records of the Company; and and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written Consent consent or otherwise without a meeting) of the stockholders of the Companyshareholders, the board of directors of the Company and all committees of any predecessor thereto, and the board of directors of the Company, and any predecessor thereto. There have been no meetings or other proceedings of the stockholders of the Companyshareholders, or any predecessor thereto, or the board of directors of the Company Company, or any committee of the board of directors of the Company predecessor thereto, that are not reflected in such minutes or other records. (b) The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except as set forth in Part 4.02(b) of the Disclosure Schedule. (c) There has not been any violation of any of the provisions of the Company's ’s articles of incorporation or bylaws or of any resolution adopted by the Company's stockholders, shareholders or the Company's board of directors or any committee of the Company's ’s board of directors, and to the knowledge of the Company no event has occurred, and no condition or circumstance exists, except as set forth in Part 4.02(c) of the Disclosure Schedule that reasonably could be expected likely would (with or without notice or lapse of time) to constitute or result directly or indirectly in such a violation. (c) Except as set forth on Section 4.2 of the Company Disclosure Schedule, the minute books of the Company (copies of which have been provided to Acquiror) are accurate, up to date and complete in all respects, and such minute books of the Company and any predecessor thereto are in the actual possession and direct control of the Company.

Articles of Incorporation and Bylaws; Records. (a) The Company has delivered or made available to the Purchaser accurate Buyer true and complete copies of: : (i) The the Company's ’s articles of incorporation and bylaws, including all amendments thereto; ; (ii) the stock records of the Company; and and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written Consent consent or otherwise without a meeting) of the stockholders of the CompanyStockholders, the board of directors of the Company and all committees of any predecessor thereto, and the board of directors of the Company, and any predecessor thereto. There have been no meetings or other proceedings of the stockholders of the CompanyStockholders, or any predecessor thereto, or the board of directors of the Company Company, or any committee of the predecessor thereto which required board of directors of the Company or shareholder action, that are not reflected in such minutes or other records. (b) The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except Except as set forth in Part 4.02(bon Section 2.2(b) of the Company Disclosure Schedule. (c) There , there has not been any violation of any of the provisions of the Company's ’s articles of incorporation or bylaws or of any resolution adopted by the Company's stockholders, Stockholders or the Company's board of directors or any committee of the Company's ’s board of directors, and to the knowledge of the Company no event has occurred, and no condition or circumstance exists, except as set forth in Part 4.02(c) of the Disclosure Schedule that reasonably could be expected likely would (with or without notice or lapse of time) to constitute or result directly or indirectly in such a violationviolation except where such violation would not constitute a Company Material Adverse Effect. (c) Except as set forth on Section 2.2 of the Company Disclosure Schedule, the minute books of the Company (copies of which have been provided to Buyer) are accurate, up to date and complete in all respects, and such minute books of the Company and any predecessor thereto are in the actual possession and direct control of the Company.

Articles of Incorporation and Bylaws; Records. (a) The Company has delivered or made available to the Purchaser IDT accurate and complete copies of: : (i) The Company's articles the Articles of incorporation Incorporation and bylawsBylaws of the Company and its subsidiaries, including all amendments thereto; ; (ii) the stock records of the CompanyCompany and its subsidiaries; and and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written Consent consent or otherwise without a meeting) of the stockholders of the Company, the board of directors shareholders of the Company and all committees its subsidiaries and the Boards of Directors of the board of directors of the CompanyCompany and its subsidiaries. There have been no meetings or other proceedings of the stockholders of the Company, the board of directors shareholders of the Company and its subsidiaries or any committee the Board of the board of directors Directors of the Company and its subsidiaries that are not reflected in such minutes or other records. (b) The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except as set forth in Part 4.02(b) of the Disclosure Schedule. (c) There has not been any violation of any of the provisions of the Company's articles Articles of incorporation Incorporation or bylaws Bylaws of the Company or any of its subsidiaries or of any resolution adopted by the Company's stockholders, shareholders of the Company's board of directors Company or any committee of its subsidiaries or the Boards of Directors of the Company or any of its subsidiaries, and to the Knowledge of the Company's board of directors, and no event has occurred, and no condition or circumstance exists, except as set forth in Part 4.02(c) of the Disclosure Schedule that reasonably could be expected likely would (with or without notice or lapse of time) to constitute or result directly or indirectly in such a violation. (c) The books of account, stock records, minute books and other records of the Company and its subsidiaries are accurate, up to date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Company and its subsidiaries are in the actual possession and direct control of the Company or its subsidiaries.

Articles of Incorporation and Bylaws; Records. (a) The Company has delivered or made available to the Purchaser Coyote accurate and complete copies of: : (i) The the Company's articles of incorporation and bylaws, including all amendments thereto; ; (ii) the stock records of the Company; and and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written Consent consent or otherwise without a meeting) of the stockholders shareholders of the Company, the board of directors of the Company and all committees of any predecessor thereto, and the board of directors of the Company, and any predecessor thereto. There have been no meetings or other proceedings of the stockholders shareholders of the Company, or any predecessor thereto, or the board of directors of the Company Company, or any committee of the board of directors of the Company predecessor thereto, that are not reflected in such minutes or other records. (b) The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except as set forth in Part 4.02(b) of the Disclosure Schedule. (c) There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws or of any resolution adopted by the Company's stockholders, the Company's board of directors shareholders or any committee of the Company's board of directors, and to the Knowledge of the Company no event has occurred, and no condition or circumstance exists, except as set forth in Part 4.02(c) of the Disclosure Schedule that reasonably could be expected likely would (with or without notice or lapse of time) to constitute or result directly or indirectly in such a violation. (c) The books of account, stock records, minute books and other records of the Company are accurate, up to date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Company and any predecessor thereto are in the actual possession and direct control of the Company.