Common use of Certificate of Incorporation and Bylaws; Records Clause in Contracts

Certificate of Incorporation and Bylaws; Records. The Company has provided or made available to the Investors accurate and complete (through the date of the Closing) copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or corporate actions taken by, the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has provided or made available delivered to the Investors Pubco accurate and complete (through the date of the Closinghereof) copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) 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 holders of the CompanyCompany Securities, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” ”, “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or corporate actions taken by, the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements Legal Requirements and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has provided delivered or otherwise made available to the Investors Parent accurate and complete (through the date of the Closing) copies of: (ia) the certificate of incorporation and bylaws, including all amendments thereto, of the CompanyCompany and each Company Subsidiary; (iib) the stock records of the CompanyCompany and each Company Subsidiary; and (iiic) 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 the CompanyCompany and each Company Subsidiary, the board of directors of the Company and each Company Subsidiary and all committees of the board of directors of the Company and each Company Subsidiary (the items described in the foregoing clauses “(ia),” “, (ii)” b) and “(iii)” of this Section 2.2 being collectively referred to herein as c) above, collectively, the “Company Constituent Documents”). There Since January 1, 2002, there have been no formal meetings held of, or corporate actions taken by, other proceedings of the stockholders of the CompanyCompany or any Company Subsidiary, the board of directors of the Company or any Company Subsidiary or any committee of the board of directors of the Company or any Company Subsidiary that are not fully reflected in the Company Constituent Documents. There has not been any violation of any The stock records and minute books of the Company Documents, and at no time has the each Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance in all material respects with all applicable legal Legal Requirements (which the parties hereto acknowledge do not include the requirements and prudent business practices.of the Sxxxxxxx-Xxxxx Act of 2002, as amended)

Certificate of Incorporation and Bylaws; Records. The Company has provided delivered or made available to the Investors Parent accurate and complete (through the date of the Closing) copies of: (ia) the certificate of incorporation and bylaws, including all amendments thereto, of the Company, as amended and restated as of the Closing (the “Company Certificate of Incorporation”), and bylaws of the Company, as amended and restated as of the Closing (collectively with the Company Certificate of Incorporation, the “Company Organizational Documents”); (iib) the stock records of the Company; and (iiic) 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company DocumentsMinute Books”). There have been no formal meetings held of, or corporate actions taken by, other proceedings of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company DocumentsMinute Books. There has not been any violation of any of the Company Organizational Documents, and at no time has the Company has not taken any action that is inconsistent in any material respect with the Company Organizational Documents. The books of account, stock records, minute books Company Minute Books and other records of the Company are accurate, up-to-date accurate and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company Sytera has provided or made available delivered to the Investors Sirion accurate and complete (through the date of the Closinghereof) copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the CompanySytera; (ii) the stock records of the CompanySytera; and (iii) 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 holders of the CompanySytera Securities, the board of directors of the Company Sytera and all committees of the board of directors of the Company Sytera (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Sytera Documents”). There have been no formal meetings held of, or corporate actions taken by, the stockholders of the CompanySytera, the board of directors of the Company Sytera or any committee of the board of directors of the Company Sytera that are not fully reflected in the Company Sytera Documents. There has not been any violation of any of the Company Sytera Documents, and at no time has the Company Sytera taken any action that is inconsistent in any material respect with the Company Sytera Documents. The books of account, stock records, minute books and other records of the Company Sytera are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements Legal Requirements and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has provided or made available delivered to the Investors Parent accurate and complete (through the date of the Closing) copies of: (ia) the certificate Certificate of incorporation Incorporation of the Company, as amended and bylawsrestated as of the Agreement Date (the “Certificate of Incorporation”), and Bylaws of the Company, including all amendments theretothereto (the “Bylaws” and collectively with the Certificate of Incorporation, of the Company“Company Organizational Documents”); (iib) the stock records of the Company; and (iiic) 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company DocumentsMinute Books”). There have been no formal meetings held of, or corporate actions taken by, other proceedings of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company DocumentsMinute Books. There has not been any violation of any of the Company Organizational Documents, and at no time has the Company has not taken any action that is inconsistent in any material respect with the Company Organizational Documents. The books of account, stock records, minute books Company Minute Books and other records of the Company are accurate, up-to-date accurate and complete in all material respects, and have been maintained in accordance with all applicable legal requirements Laws and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has provided or made available delivered to the Investors PubCo accurate and complete (through the date of the Closinghereof) copies of: (i) the certificate Company’s Certificate of incorporation and bylaws, Incorporation including all amendments thereto, of thereto (hereinafter the Company“Company Charter”); (ii) the stock records of Company’s bylaws and all amendments thereto (the Company“Bylaws”); and (iii) 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 Board of Directors and stockholders of the Company, the board of directors of the Company and all any committees established by the Board of the board of directors Directors of the Company (the items described in the foregoing clauses “(i),” “(ii),” and “(iii)” of this Section 2.2 3.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or material corporate actions taken by, the stockholders or the Board of the Company, the board Directors of directors Directors of the Company or any Board committee of the board of directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company DocumentsCharter or Bylaws. The books of account, stock Company Common Stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has provided delivered or otherwise made available to the Investors Parent accurate and complete (through the date of the Closing) copies of: (ia) the certificate of incorporation and bylaws, including all amendments thereto, of the CompanyCompany and each Company Subsidiary; (iib) the stock records of the CompanyCompany and each Company Subsidiary; and (iiic) 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 the CompanyCompany and each Company Subsidiary, the board of directors of the Company and each Company Subsidiary and all committees of the board of directors of the Company and each Company Subsidiary (the items described in the foregoing clauses “(ia),” “, (ii)” b) and “(iii)” of this Section 2.2 being collectively referred to herein as c) above, collectively, the “Company Constituent Documents”). There Since January 1, 2002, there have been no formal meetings held of, or corporate actions taken by, other proceedings of the stockholders of the CompanyCompany or any Company Subsidiary, the board of directors of the Company or any Company Subsidiary or any committee of the board of directors of the Company or any Company Subsidiary that are not fully reflected in the Company Constituent Documents. There has not been any violation of any The stock records and minute books of the Company Documents, and at no time has the each Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance in all material respects with all applicable legal Legal Requirements (which the parties hereto acknowledge do not include the requirements and prudent business practices.of the Xxxxxxxx-Xxxxx Act of 2002, as amended)

Certificate of Incorporation and Bylaws; Records. The Company has provided delivered or made available to the Investors FLAF accurate and complete (through the date of the Closing) copies of: (ia) the certificate of incorporation of Company (as amended and bylawsrestated, the "Company Certificate of Incorporation") and bylaws of Company, including all amendments thereto, of the Companyamendments; (iib) the stock records of the Company; and (iiic) 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in (a) and (b) above, collectively, the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “"Company Constituent Documents”"). There have been no formal meetings held of, or corporate actions taken by, by written consent or otherwise without a meeting of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documentsminutes and other records delivered or made available to FLAF pursuant to clause (c) above. There has not been any violation of in any material respect of the Company Constituent Documents, and at no time . Company has the Company not taken any action that is inconsistent in any material respect with the Company Constituent Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-up to date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices. Company has in place, and has at all times had in place, an adequate and appropriate system of internal controls customarily maintained by comparable Entities.

Certificate of Incorporation and Bylaws; Records. The Except as set forth in Part 2.2 of the Company Disclosure Schedule, the Company has provided or made available delivered to the Investors Parent accurate and complete (through the date of the Closing) copies of: (ia) the certificate Certificate of incorporation Incorporation and bylawsBylaws, including all amendments thereto, thereto of the Company; (iib) the stock records of the Company; and (iiic) 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(ia),” “, (ii)” b) and “(iii)” of this Section 2.2 being collectively referred to herein as c) above, collectively, the “Company Constituent Documents”). There have been no formal meetings held of, or corporate actions taken by, other proceedings of the stockholders Stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are material to the Company and that are not fully reflected in the Company Constituent Documents. There has not been any violation of any of the Company Constituent Documents, and at no time has the Company has not taken any action that is inconsistent in any material respect with the Company Constituent Documents, either of which would have a Company Material Adverse Effect. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date accurate and complete in all material respects, and have been maintained in accordance with all applicable legal requirements Laws and prudent business practices.