Common use of Books and Records; Organizational Documents Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Connecture Inc), Stock Purchase Agreement (Connecture Inc)

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Books and Records; Organizational Documents. The minute books and stock record books and other similar Books and Records records of the Company have been provided made available to Connecture or Parent and its counsel prior to the execution of this AgreementAgreement are complete and correct in all respects. 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 shareholders, directors, stockholders and committees of the Company’s Board of Directors (of the Company Board”) from the date of the Company’s incorporation through the date hereof. The Company has has, prior to the execution of this Agreement provided Agreement, made available to Connecture Parent and its counsel true and complete copies of its Certificate certificate of Incorporation incorporation and Bylawsbylaws, each both as amended through the date hereof. The Company is not in violation of any provisions provision of its certificate of incorporation or bylaws, both as currently in effectamended through the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)

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Books and Records; Organizational Documents. The minute books and stock record books and other similar Books and Records records of the Company have been provided made available to Connecture or its counsel Parent prior to the execution of this AgreementAgreement and are complete and correct in all respects. 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 shareholders, directors, stockholders and committees of the Company’s Board of Directors (of the Company Board”) from the date of the Company’s incorporation through the date hereof. The Company has has, prior to the execution of this Agreement provided Agreement, made available to Connecture Parent true and complete copies of its Certificate certificate of Incorporation incorporation and Bylawsbylaws, each both as amended through the date hereof. The Company is not in violation of any provisions provision of its certificate of incorporation or bylaws, both as currently in effectamended through the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shanda Games LTD)

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