Books and Records; Organizational Documents. 13 2.8 Company Financial Statements...........................................13 2.9 Absence of Changes.....................................................14 2.10 No Undisclosed Liabilities.............................................18 2.11 Taxes..................................................................18
Books and Records; Organizational Documents. The minute books and stock record books and other similar records of the Company and each Company Subsidiary have been provided or made available to Parent or its counsel prior to the execution of this Agreement, are complete and correct in all material respects and have been maintained in accordance with sound business practices. Such minute books contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, shareholders and committees of the Board of Directors of the Company and each Company Subsidiary from the date of such Person's incorporation through the date hereof. The Company has, prior to the execution of this Agreement, delivered to Parent true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents), in each case as amended through the date hereof, of the Company and each Company Subsidiary. Neither the Company nor any Company Subsidiary is in violation of any provisions of its respective certificate of incorporation or bylaws (or equivalent organizational documents).
Books and Records; Organizational Documents. The minute books and stock record books and other similar records of the Company have been provided or made available to Parent or its counsel prior to the execution of this Agreement and are complete and correct in all material respects.. Such minute books contain a true and in all material respects complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, shareholders and committees of the Board of Directors of the Company from the date of the Company's incorporation through the date hereof. The Company has prior to the execution of this Agreement delivered to Parent true and complete copies of its articles of incorporation and by-laws, both as amended through the date hereof. The Company is not in violation of any provisions of its articles or by-laws.
Books and Records; Organizational Documents. The minute books and stock record books and other similar Books and Records of Company have been provided to Connecture or its counsel prior to the execution of this Agreement. Such minute books and other Books and Records contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, stockholders and committees of the Company’s Board of Directors (the “Company Board”) from the date of Company’s incorporation through the date hereof. Company has prior to the execution of this Agreement provided to Connecture true and complete copies of its Certificate of Incorporation and Bylaws, each as amended through the date hereof. Company is not in violation of any provisions of its certificate of incorporation or bylaws, as currently in effect.
Books and Records; Organizational Documents. The books, records and accounts of the Company delivered to Parent for inspection are true, complete and correct in all material respects. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements, and (B) to maintain accountability for assets; and (iii) the amounts recorded for assets and liabilities on the books and records of the Company are in accordance with GAAP. The Company has delivered to Parent or its counsel for examination the following: (a) copies of the articles of incorporation and bylaws of the Company as currently in effect; (b) all written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Company; (c) stock ledger and journal reflecting all stock issuances and transfers of the Company; and (d) all Permits from Governmental Authorities issued to the Company by, and filings by the Company with, any regulatory agency, and all applications for such permits, orders, and consents. The written records of all proceedings, consents, actions, and meetings of the shareholders, board of directors and any committees thereof of the Company made available to counsel for Parent are the only minutes of the Company and contain accurate summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders since the time of incorporation of the Company.
Books and Records; Organizational Documents. (a) The books, records and accounts of the Company delivered to Parent for inspection are true, complete and correct in all material respects.
Books and Records; Organizational Documents. The minute books and stock record books and other similar records of the Company have been provided or made available to Broadcom or its counsel prior to the execution of this Agreement, are complete and correct in all respects. Such minute books contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, shareholders and committees of the board of directors of the Company from the date of the Company's incorporation through the date hereof. The Company has prior to the execution of this Agreement delivered to Broadcom true and complete copies of its articles of incorporation and
Books and Records; Organizational Documents. The minute books and ------------------------------------------- stock record books and other similar records of Parent that have been provided or made available to he Company or its counsel prior to the execution of this Agreement, are complete and correct in all respects and have been maintained in accordance with sound business practices. Such minute books contain a true and complete record of all action taken at all meetings and by all written consents in lieu of meetings of the directors, stockholders and committees of the board of directors of Parent through the date hereof. Parent has prior to the execution of this Agreement delivered to the Company true and complete copies of its certificate of incorporation and bylaws, both as amended through the date hereof. EXECUTION VERSION
Books and Records; Organizational Documents. The Business Books and Records transferred hereunder are accurate and complete copies or originals in all material respects.
Books and Records; Organizational Documents. The minute books, including the share registers, and other similar records of the Company that have been provided or made available to Parent, its representatives or its counsel prior to the execution of this Agreement, are complete and correct in all material respects and have been maintained in accordance with sound business practices. Such minute books contain a true and complete record of all material actions taken at all meetings and by all written consents in lieu of meetings of the directors, shareholders and committees of the Board of Directors of the Company through the date hereof. The Company has delivered a true, correct and complete copy of its Articles of Incorporation, as set forth in Schedule 2.5(a), and its Bylaws, as set forth in Schedule 2.5(b), or other charter documents, as applicable, of the Company as amended to date, to Parent. To Company’s knowledge, the Company is not in violation of any provisions of its Articles of Incorporation or equivalent documents.
