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

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the Company's Certificate of Incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or 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 such minutes or other records. There has not been any violation of any of the provisions of the Company's Certificate of Incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company'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 the Company 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. The Company has delivered to Parent accurate and complete copies of: (1) the Company's Certificate certificate of Incorporation incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or 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 such minutes or other records. There has not been any violation of any of the provisions of the Company's Certificate certificate of Incorporation incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company'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 the Company 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. The Company has delivered to Parent accurate and complete copies of: (1) the Company's ’s Certificate of Incorporation and bylawsBylaws, including all amendments thereto; (2) the Company Equity Incentive Plans, any other plan pursuant to which options or other equity awards are granted, and forms of all equity award agreements evidencing such equity awards; (3) the stock records of the Company; and (34) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company Board and all committees of the board of directors of the CompanyCompany Board. There have been no formal meetings or other proceedings of the stockholders of the Company, the board of directors of the Company Board or any committee of the board of directors of the Company Board that are not fully reflected in such minutes or other records. The Company’s Certificate of Incorporation and Bylaws of which copies are delivered to Parent are in full force and effect. There has not been any violation of any of the provisions of the Company's ’s Certificate of Incorporation or bylawsBylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's ’s stockholders, the Company's board of directors Company Board or any committee of the Company's board of directorsCompany Board. 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 prudent business practices.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to Parent accurate and complete copies of: (1i) the Company's Certificate ’s certificate of Incorporation incorporation and bylaws, including all amendments theretothereto and each as so delivered is in full force and effect and in compliance with applicable Law; (2ii) the stock records of the Company; and (3iii) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or 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 such minutes or other records. There has not been any violation of any of the provisions of the Company's Certificate ’s certificate of Incorporation incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's stockholders, the Company's ’s board of directors or any committee of the Company's ’s board of directors. 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, 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. The Company has delivered to Parent accurate and complete copies of: (1) the Company's ’s Certificate of Incorporation and bylawsBylaws, including all amendments thereto; (2) the Company Equity Incentive Plans, any other plan pursuant to which options or other equity awards are granted, and forms of all equity award agreements evidencing such equity awards; (3) the stock records of the Company; and (34) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company Board and all committees of the board of directors of the CompanyCompany Board. There have been no formal meetings or other proceedings of the stockholders of the Company, the board of directors of the Company Board or any committee of the board of directors of the Company Board that are not fully reflected in such minutes or other records. The Company’s Certificate of Incorporation and Bylaws of which copies are delivered to Parent are in full force and effect. There has not been any violation of any of the provisions of the Company's ’s Certificate of Incorporation or bylawsBylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's ’s stockholders, the Company's board of directors Company Board or any committee of the Company's board of directors. 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 prudent business practices.any

Certificate of Incorporation and Bylaws; Records. The Company has delivered or made available to Parent accurate and complete copies of: (1a) the certificate of incorporation of the Company's , as amended and restated as of the Closing (the “Company Certificate of Incorporation Incorporation”), and bylawsbylaws of the Company, including all amendments theretoas amended and restated as of the Closing (collectively with the Company Certificate of Incorporation, the “Company Organizational Documents”); (2b) the stock records of the Company; and (3c) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the CompanyCompany (the “Company Minute Books”). There have been no formal meetings or 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 such minutes or other recordsthe Company Minute Books. There has not been any violation of any of the provisions of the Company's Certificate of Incorporation or bylawsCompany Organizational Documents, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's stockholders, the Company's board of directors or any committee of the Company's board of directorsCompany 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 prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1) the Company's Certificate certificate of Incorporation incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or 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 accurately reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's Certificate certificate of Incorporation incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company'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 the Company 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. The Company has delivered to Parent accurate and complete copies of: (1a) the Company's Certificate ’s certificate of Incorporation incorporation and bylawsbylaws or comparable charter documents, including all amendments thereto; (2b) the stock records of the Company; and (3c) except as set forth in Part 2.2 of the 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 the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or 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 such minutes or other records. There has not been any violation of any of the provisions of the Company's Certificate ’s certificate of Incorporation incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's ’s stockholders, the Company's ’s board of directors or any committee of the Company's ’s board of directors. 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 and, except as set forth in Part 2.2 of the Company Disclosure Schedule, have been maintained in accordance with prudent business practices.