ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the Articles of Association and Certificate of Incorporation (or comparable organizational documents) of Sub, as amended to and including the date hereof, have been delivered to Parent. Sub is not in violation of any provision of its Articles of Association and Certificate of Incorporation (or comparable organizational documents). Sub's minute books, stock books and stock transfer records, true and complete copies of which have been delivered to Parent, contain true and complete records of all issuances and transfers of capital stock of Sub, and contain a materially complete summary of all meetings, consents, proceedings and other formal actions of directors and stockholders since February 1998.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. Wireless has provided to Glenayre a complete and correct copy of its Amended and Restated Articles of Incorporation and Bylaws currently in effect. Such Amended and Restated Articles of Incorporation and Bylaws are in full force and effect. Wireless is not in violation of any provisions of its Amended and Restated Articles of Incorporation or Bylaws. The minute books of Wireless (the originals of which have been made available to Glenayre or its attorneys) contain all records of meetings of directors of Wireless and Wireless Shareholders and other corporate actions taken by them. Neither the directors nor the Wireless Shareholders have taken any material corporate action that is not reflected in the minute books of Wireless.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the articles of incorporation and by-laws of HKS, as amended to and including the date hereof, have been delivered to the Parent and MergerCo. HKS is not in material violation of any provision of its articles of incorporation or by-laws. The minute books, stock books and stock transfer records of HKS, true and complete copies of which have been made available to the Parent and MergerCo, contain true and complete minutes and records of all issuances and transfers of capital stock of HKS and of all meetings, consents, proceedings and other actions of the shareholders, board of directors and committees of the board of directors of HKS from the date of incorporation of HKS to and including the date hereof.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the articles of incorporation and by-laws of each of ICP, CDS Holdings and Coastline, as amended to and including the date hereof, have been delivered to A&C. None of ICP, CDS Holdings or Coastline is in violation of any provision of its articles of incorporation or by-laws. The minute books, stock books and stock transfer records of each of CDS Holdings and Coastline, true and complete copies of which have been made available to A&C, contain true and complete minutes and records of all issuances and transfers of capital stock of CDS Holdings and Coastline (as the case may be) and of all meetings, consents, proceedings and other actions of the shareholders, board of directors and committees of the board of directors of CDS Holdings and Coastline (as the case may be) from August 25, 1996 to and including the date hereof and, to the Knowledge of ICP, from the respective date of incorporation of CDS Holdings and Coastline (as the case may be) to and including August 24, 1996.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. The Articles ----------------------------------------------- of Incorporation and By-Laws of the Company, as amended, and the organizational documents of the Chilean Partnership which have been made available to Buyer for its inspection are complete and correct, have not been amended further and are in full force and effect. Neither the Company nor the Chilean Partnership is in violation of any of the provisions of its respective Articles of Incorporation or By-Laws or other governing documents. The minute books of the Company, all of which have heretofore been made available to Buyer, contain, in all material respects, complete and accurate records of all formal actions of the shareholders and board of directors of the Company and all formal actions of committees, if any, of the board of directors within the prior five (5) years. The Chilean Restructuring will be consummated in accordance with the provisions of applicable Law without causing any liability, including for taxes, of the Company or the Chilean Partnership, other than any liability to be discharged by Cyprus Amax pursuant to the Tax Sharing and Indemnification Agreement. The Chilean Partnership has been duly organized and is in good standing under the laws of Chile. The Company's partnership interest in the Chilean Partnership is held free and clear of all Encumbrances of any kind except as set forth in the Limited Partnership Agreement, dated August 13, 1980, as amended (the "Partnership Agreement"), and related agreements, true and complete copies of which have heretofore been made available to the Buyer.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the Articles of Incorporation and Bylaws (or comparable organizational documents) of Acies, as amended to and including the date hereof, have been delivered to Champion. Acies is not in violation of any provision of its Articles of Incorporation or is in material violation of its Bylaws (or comparable organizational documents). To the best of Acies and the Sellers’ knowledge, Acies’ minute books, stock books and stock transfer records, true and complete copies of which have been delivered to Champion, contain true and complete records of all issuances and transfers of capital stock of Acies, and contain a materially complete summary of all meetings, consents, proceedings and other formal actions of directors and stockholders since 2003 up to the date of the last entry in said records.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the Articles of Incorporation and Bylaws (or comparable organizational documents) of Champion, as amended to and including the date hereof, have been delivered to Acies. Champion is not in violation of any provision of its Articles of Incorporation or is in material violation of its Bylaws (or comparable organizational documents). Champion’s minute books, stock books and stock transfer records, true and complete copies of which have been delivered to Acies, contain true and complete records of all issuances and transfers of capital stock of Champion, and contain a materially complete summary of all meetings, consents, proceedings and other formal actions of directors and stockholders since 2003.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. True and complete copies of the articles of incorporation and by-laws of each of Xxxxx, ISI and Trek, as amended to and including the date hereof, have been delivered to Watsco. None of Trek, Xxxxx or ISI is in violation of any provision of its articles of incorporation or by-laws. The minute books, stock books and stock transfer records of Xxxxx, ISI and Booth that have been made available to Watsco represent the only records in the possession of Xxxxx or any of its Affiliates or Representatives of the issuance or transfer of capital stock of Xxxxx, ISI or Booth or of meetings, consents, proceedings or other actions of the shareholders, board of directors or committees of the board of directors of any of Xxxxx, ISI or Booth.
ARTICLES OF INCORPORATION; BYLAWS; MINUTE BOOKS. Seller has delivered a true and correct copy of its Articles of Incorporation and Bylaws or other charter documents, each as amended to date, to Purchaser. Seller is not in violation of any material provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents. The minute books of Seller have been made available to Purchaser, and such minute books contain a true and complete summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Seller through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects. Neither the minutes nor any of the written consents have been amended, rescinded or revoked.
