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 records of the Company have been provided or “made available to” (which shall hereinafter refer to providing such information through the Intralinks on-line data room) Acquirer 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 from the date of the Company’s organization through the date hereof. The Company has prior to the execution of this Agreement delivered to Acquirer true and complete copies of its Articles of Incorporation and Bylaws, both as amended through the date hereof. The Company is not in violation of any provisions of its Articles of Incorporation or Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Sirf Technology Holdings Inc)

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Books and Records; Organizational Documents. The Except as disclosed in Section 2.7 of the Company Disclosure Schedule, the minute books and stock record books share transfer register and other similar records of the Company have been provided or made available to” (which shall hereinafter refer to providing such information through the Intralinks on-line data room) Acquirer Broadcom 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 from the date of the Company’s 's organization through the date hereof. The Company has prior to the execution of this Agreement delivered to Acquirer Broadcom true and complete copies of its Memorandum of Association and Articles of Incorporation and BylawsAssociation, both as amended through the date hereof. The Company is not in violation of any provisions of its Memorandum of Association or Articles of Incorporation or BylawsAssociation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadcom Corp)

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” (which shall hereinafter refer to providing such information through the Intralinks on-line data room) Acquirer 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 the sound and prudent business practicespractices customary for closely held entities. 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 organization through the date hereof. The Company has prior to the execution of this Agreement delivered to Acquirer true and complete copies of its Articles of Incorporation and Bylaws, both as amended through the date hereof. The Company is not in violation of any provisions of its Articles of Incorporation or Bylaws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synnex Corp)

Books and Records; Organizational Documents. The minute books and stock record books and other similar records of the Company and its Subsidiaries have been provided or made available to” (which shall hereinafter refer to providing such information through the Intralinks on-line data room) Acquirer Broadcom 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 practicesrespects. Such minute books contain a true and complete record record, in all material respects, 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 Board of directors Directors of the Company and its Subsidiaries from the date their respective dates of the Company’s organization incorporation through the date hereof. The Company has and each of its Subsidiaries have prior to the execution of this Agreement delivered to Acquirer Broadcom true and complete copies of its Articles their respective articles of Incorporation incorporation and Bylawsbylaws, both as amended through the date hereof. The Neither the Company nor any of its Subsidiaries is not in violation of any provisions of its Articles their respective articles of Incorporation incorporation or Bylawsbylaws.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

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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” (which shall hereinafter refer to providing such information through the Intralinks on-line data room) Acquirer Broadcom 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 in all material respects 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 stockholders and committees of the board of directors of the Company from the date of the Company’s organization 's incorporation through the date hereof. The Company has prior to the execution of this Agreement delivered to Acquirer Broadcom true and complete copies of its Articles certificate of Incorporation incorporation and Bylawsbylaws, both as amended through the date hereof. The Company is not in violation of any provisions of its Articles certificate of Incorporation incorporation or Bylawsbylaws.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

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