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 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 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 Xxxxx has delivered delivered, or identified and made available available, to the Purchaser and Merger Sub accurate and complete copies of: (i) The Company's Xxxxx'x articles of incorporation and bylaws, including all amendments thereto; (ii) the stock records of the CompanyXxxxx; 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, Xxxxx and the board of directors of the Company and all committees of the board of directors of the CompanyXxxxx. There have been no meetings or other proceedings of the stockholders of the Company, Xxxxx or the board of directors of the Company or any committee of the board of directors of the Company Xxxxx that are not fully 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 are no existing material violations of any of the provisions of the Company's Xxxxx'x articles of incorporation or bylaws or of any resolution adopted by the Company's stockholders, the Company's board of directors Xxxxx'x stockholders or any committee of the Company's Xxxxx'x 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 would reasonably could be expected to (with or without notice or lapse of time) to constitute or result directly or indirectly in such a material violation. (c) Except as set forth in Part 2.2(c) of the Xxxxx Disclosure Schedule, the books of account, stockholders' register, minute books and other records of Xxxxx are accurate, up-to-date and complete in all material respects. All of the records of Xxxxx are in the actual possession and direct control of Xxxxx or its counsel. To the Knowledge of Xxxxx, Xxxxx has in place an adequate and appropriate system of internal controls.