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

Certificate of Incorporation and Bylaws; Records. ONCE and ISI have delivered or made available to DTI copies of: (a) ONCE's certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b) the stock records of ONCE and ISI; and (c) the minute 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 ONCE and ISI (the "ONCE Constituent Documents"). There have been no formal meetings or other proceedings of the stockholders of ONCE and ISI, the board of directors of ONCE and ISI or any committee of the board of directors of ONCE and ISI that are not fully reflected in the minutes and other records delivered or made available to DTI pursuant to clause (c) above. There has not been any violation in any material respect of the ONCE Constituent Documents, and none of ONCE or ISI has taken any action that is inconsistent in any material respect with the ONCE Constituent Documents. The books of account, stock records, minute books and other records of ONCE and ISI are accurate, up to date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to TheMaven accurate and ISI have delivered or made available to DTI complete copies of: (ai) ONCE's the certificate of incorporation and bylaws, including all amendments thereto, and of the certificate of incorporation and bylaws of ISICompany; (bii) the stock records register of ONCE and ISIthe Company; and (ciii) the minute and other records books of the meetings and other proceedings Company (including any actions taken by written consent or otherwise without a meeting) of the stockholders of ONCE and ISI (the "ONCE Constituent items described in the foregoing clauses (i)-(iii) of this Section 3.23 being collectively referred to herein as the “Company Documents"”). There have been no formal meetings held of, or other proceedings of material corporate actions taken by, the stockholders of ONCE and ISIthe Company, the board Board of directors Directors of ONCE and ISI the Company or any committee of the board Board of directors Directors of ONCE and ISI the Company that are not fully reflected in the minutes and other records delivered or made available to DTI pursuant to clause (c) aboveCompany Documents. There has not been any violation in of any material respect of the ONCE Constituent Company Documents, and none of ONCE or ISI at no time has the Company taken any action that is inconsistent in any material respect with the ONCE Constituent Company Documents. The books of account, stock recordsregister, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with Legal Requirements and prudent business practicespractices in all material respects.

Certificate of Incorporation and Bylaws; Records. ONCE (a) The Company has delivered to Parent accurate and ISI have delivered or made available to DTI copies complete copies, as of the date of this Agreement, of: (ai) ONCE's certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISIthe Company, including all amendments thereto; (bii) the stock records of ONCE and ISIthe Company; and (ciii) the minute 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 ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause records. (cb) above. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the certificate of incorporation or bylaws of the Company, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent Documents. Company’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors. (c) The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (a1) ONCEthe Company's certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b2) the stock records of ONCE and ISIthe Company; and (c3) except as set forth in Part 2.2 of the minute Company Disclosure Schedule, 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 ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company's certificate of incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (a1) ONCEthe Company's certificate Certificate of incorporation Incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b2) the stock records of ONCE and ISIthe Company; and (c3) except as set forth in Part 2.2 of the minute Company Disclosure Schedule, 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 ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company's Certificate of Incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to TheMaven accurate and ISI have delivered or made available to DTI complete copies of: (ai) ONCE's the certificate of incorporation and bylaws, including all amendments thereto, and of the certificate of incorporation and bylaws of ISICompany; (bii) the stock records register of ONCE and ISIthe Company; and (ciii) the minute and other records books of the meetings and other proceedings Company (including any actions taken by written consent or otherwise without a meeting) of the stockholders of ONCE and ISI (the "ONCE Constituent 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 other proceedings of material corporate actions taken by, the stockholders of ONCE and ISIthe Company, the board Board of directors Directors of ONCE and ISI the Company or any committee of the board Board of directors Directors of ONCE and ISI the Company that are not fully reflected in the minutes and other records delivered or made available to DTI pursuant to clause (c) aboveCompany Documents. There has not been any violation in of any material respect of the ONCE Constituent Company Documents, and none of ONCE or ISI at no time has the Company taken any action that is inconsistent in any material respect with the ONCE Constituent Company Documents. The books of account, stock recordsregister, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with Legal Requirements and prudent business practicespractices in all material respects.

Certificate of Incorporation and Bylaws; Records. ONCE (a) The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (ai) ONCE's the Company’s certificate of incorporation and bylaws, including all amendments thereto, thereto and the certificate of incorporation each as so delivered is in full force and bylaws of ISIeffect and in compliance with applicable Law; (bii) the stock records of ONCE and ISIthe Company; and (ciii) the minute 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 board of ONCE directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISI, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company’s certificate of incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, respects and have been maintained in accordance with prudent customary business practices. (b) Section 2.2(b) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company’s board of directors and (ii) the names and titles of the Company’s officers.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (a) ONCE's the Company’s certificate of incorporation and bylawsbylaws or comparable charter documents, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b) the stock records of ONCE and ISIthe Company; and (c) the minute 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 ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company’s certificate of incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to date and complete in all material respects, and and, except as set forth in Part 2.2 of the Company Disclosure Schedule, have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (a1) ONCEthe Company's certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b2) the stock records of ONCE and ISIthe Company; and (c3) except as set forth in Part 2.2 of the minute Disclosure Schedule, 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 ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully accurately reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company's certificate of incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. ONCE The Company has delivered to Parent accurate and ISI have delivered or made available to DTI complete copies of: (a1) ONCEthe Company's certificate Articles of incorporation Incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of ISI; (b2) the stock records of ONCE and ISIthe Company; and (c3) the minute 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 shareholders of ONCE the Company, the board of directors of the Company and ISI (all committees of the "ONCE Constituent Documents")board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders shareholders of ONCE and ISIthe Company, the board of directors of ONCE and ISI the Company or any committee of the board of directors of ONCE and ISI the Company that are not fully reflected in the such minutes and or other records delivered or made available to DTI pursuant to clause (c) aboverecords. There has not been any violation in of any material respect of the ONCE Constituent Documentsprovisions of the Company's Certificate of Incorporation or bylaws, and none of ONCE or ISI the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the ONCE Constituent DocumentsCompany's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of ONCE and ISI the Company are accurate, up to up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.