Common use of Certificate of Incorporation and By-laws; Corporate Books and Records Clause in Contracts

Certificate of Incorporation and By-laws; Corporate Books and Records. The copies of the Company’s Restated Certificate of Incorporation, as amended (the “Company Certificate”) and By-laws (the “Company By-laws”) that the Company previously provided to Parent are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. True and complete copies of all minute books of the Company for the last three (3) years have been made available by the Company to Parent.

Certificate of Incorporation and By-laws; Corporate Books and Records. The copies of the Company’s Restated Certificate of Incorporation, as amended Incorporation (the “Company Certificate”) and By-laws (the “Company By-laws”) that the Company previously provided has made available to Parent are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. True and complete copies of all minute books of the Company for the last three (3) years have been made available by the Company to Parent.

Certificate of Incorporation and By-laws; Corporate Books and Records. The copies of the Company’s Amended and Restated Certificate of Incorporation, as amended Incorporation (the “Company Certificate”) and By-laws (the “Company By-laws”) that the Company previously provided to Parent are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. True and complete copies of all minute books of the Company for the last three (3) years have been made available by the Company to Parent.