Articles of Incorporation, Bylaws and Corporate Records. VCI has delivered to Rentrak a true and complete copy of VCI's and each Subsidiary's Articles of Incorporation, and a true and complete copy of VCI's and each Subsidiary's Bylaws, as amended and in effect on the date hereof, certified by the Secretary of VCI and each Subsidiary, as applicable. The corporate minute book of VCI and each Subsidiary contains true and complete records of all meetings of, and all corporate action taken by, their respective Board of Directors (and any committees thereof) and shareholders since the date of their incorporation, including all actions taken by written consents in lieu of meetings. The stock books of VCI and each Subsidiary, including stock ledgers and stock transfer records, are true, correct and complete.
Articles of Incorporation, Bylaws and Corporate Records. The Seller has heretofore furnished to the Purchaser complete and correct copies of the Articles of Incorporation, Bylaws, stock ledgers and all minutes books of the Board of Directors and its committees and the stockholders of each of the Company and the Subsidiary. All material actions taken by each of the Company and the Subsidiary since its organization and incorporation have been duly authorized and/or subsequently ratified by the stockholder or Board of Directors, as necessary, of the Company or the Subsidiary, as the case may be, and are set forth in the minute books of the Company or the Subsidiary, as the case may be. Such minute books contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and stockholders of the Company and the Subsidiary since the date of their respective incorporations. All such meetings were duly called and held, and a quorum was present and acting throughout each such meeting. Such stock ledgers and stock transfer records reflect all issuances and registrations of transfer of all shares of capital stock of the Company and the Subsidiary, as the case may be, and certificates representing all canceled shares of capital stock have been returned to the stock ledger, except where a lost certificate affidavit has been received from the registered owner (or their lawful representative) of the shares evidenced thereby. Execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Seller does not and will not violate any provision of the Articles of Incorporation and Bylaws of the Company.
Articles of Incorporation, Bylaws and Corporate Records. True, correct and complete copies of each of (a) the Articles of Incorporation of iLead as amended and in effect on the date hereof, (b) the Bylaws of iLead as amended and in effect on the date hereof and (c) the minute books of iLead, have been previously made available to THK and iLead Acquisition Sub. The minute book contains complete and accurate records of all meetings and other actions of the directors, committees of the directors, organizers and Shareholders of iLead from the date of its organization to the date hereof.
Articles of Incorporation, Bylaws and Corporate Records. True, correct and complete copies of each of (a) the Articles of Incorporation of Litmus and ValidClick and the operating agreement of Second Bite as amended and in effect on the date hereof, (b) the Bylaws of Litmus and ValidClick as amended and in effect on the date hereof and (c) the minute books of Litmus, ValidClick and Second Bite have been previously made available to THK and Litmus Acquisition Sub. The minute books contain complete and accurate records of all meetings and other actions of the directors, committees of the directors, managers, committees of managers organizers, shareholders and members of Litmus, ValidClick and Second Bite from the date of their incorporation or formation to the date hereof.
Articles of Incorporation, Bylaws and Corporate Records. Copies of the Articles of Incorporation and bylaws of Purchaser, and all amendments thereof, certified by the Secretary of Purchaser, which will be delivered to Seller at Closing, are complete and correct and will not be amended prior to the Closing Date. The minute book of Purchaser is substantially complete and correctly reflects all corporate actions of Purchaser requiring action by the directors or shareholders thereof, and correctly records all resolutions of the board of directors of Purchaser. Purchaser will deliver to Seller copies of minutes of all additional board and shareholder meetings that occur prior to the Closing Date.
