Certificate of Incorporation and Bylaws; Books and Records. The Company has delivered or made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws (or other formation documents for the Acquired Corporations that are non-U.S. entities, as the case may be) of each of the Acquired Corporations, including all amendments thereto; (b) the stock records of each of the Acquired Corporations; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations. There have been no formal meetings or other proceedings of the stockholders of any of the Acquired Corporations, the boards of directors of any of the Acquired Corporations or any committee of the respective boards of directors of any of the Acquired Corporations that are not reflected in such minutes or other records. There has not been any violation of any of the provisions of the certificate of incorporation or bylaws any of the Acquired Corporations, and none of the Acquired Corporations has taken any action that is inconsistent with any resolution adopted by the stockholders of such Acquired Corporation, the board of directors of such Acquired Corporation or any committee of the board of directors of such Acquired Corporation.
Certificate of Incorporation and Bylaws; Books and Records. BLI has ---------------------------------------------------------- heretofore delivered to MFC (i) a true and correct copy of each of its Certificate of Incorporation and Bylaws as in effect on the date hereof and (ii) its corporate minute books. The record books of BLI contain true and complete records of all actions and consents of the Board of Directors and the stockholders of BLI since the time of its formation and accurately reflect all transactions referred to in such actions and consents. The general ledgers and books of account of BLI to which MFC and its representatives have been given access are correct and complete in all material respects and have been maintained in accordance with good business practice and with all procedures required by applicable laws and regulations, including specifically all regulations, policies and procedures of the SBA and the CDOB.
Certificate of Incorporation and Bylaws; Books and Records. SSC has heretofore delivered or made available to Global true and complete copies of its Certificate of Incorporation, as amended (certified by the Secretary of State of Nevada) and Bylaws as in effect on the date hereof and corporate minute books.
