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

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven accurate and complete copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock register of the Company; and (iii) the minute books of the Company (including any actions taken by written consent or otherwise without a meeting) (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 material 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 register, 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 Legal Requirements and prudent business practices in all material respects.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the Company's certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully accurately reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's certificate of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Except as set forth on Part 2.2(a) of the Company Disclosure Schedule, the Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the certificate its Articles of incorporation Incorporation and bylawsBylaws, including all amendments thereto, of thereto (the Company"INCORPORATION DOCUMENTS"); (ii2) the stock register records of the Company; and (iii3) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in stockholders, the foregoing clauses “(i)”, “(ii)” board of directors and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, the stockholders other proceedings of the Companystockholders, the Board board of Directors of the Company directors, or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any no violation of any of the Company Documentsprovisions of the Incorporation Documents of the Company, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the Company's certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's certificate of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (ia) the certificate of incorporation and bylaws, including all amendments thereto, thereto of the Company; (iib) the stock register records of the Company; and (iiic) the minute books minutes and other records of the Company 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 thereof (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 material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board of Directors of the Company thereof 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. The books of account, stock registerrecords, minute books and other corporate records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with applicable Legal Requirements and prudent business practices practices. The Company has in place, and has at all material respectstimes had in place, an adequate and appropriate system of internal controls customarily maintained by comparable Entities.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven accurate and complete copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock register of the Company; and (iii) the minute books of the Company (including any actions taken by written consent or otherwise without a meeting) (the items described in the foregoing clauses “(i)”, “(ii)” and “(iii)” i)-(iii) of this Section 2.2 3.23 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 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 register, 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 Legal Requirements and prudent business practices in all material respects.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (ia) the certificate of incorporation and bylaws, including all amendments thereto, thereto of the Company; (iib) the stock register records of the Company; and (iiic) the minute books minutes of the Company (including meetings and any actions taken by written consent or otherwise without a meeting) meeting of the stockholders of the Company, the board of directors of the Company and all committees thereof (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 material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board of Directors of the Company thereof that are not fully reflected in all material respects in the Company Constituent Documents. There has not been any material 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. The books of account, stock registerrecords, minute books and other corporate records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with applicable Legal Requirements and reasonably prudent business practices practices. The Company has complied in all material respectsmaterials respects with Section 5.7 of the Investors’ Rights Agreement dated December 20, 2006 by and among the Company and the Investors identified on Schedule A thereto.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the certificate Company's Certificate of incorporation Incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's Certificate of Incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (ia) the Company's certificate of incorporation and bylaws, including all amendments thereto, of the Company; (iib) the stock register records of the Company; and (iiic) the minute books except as set forth in Schedule 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) (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 material corporate actions taken by, the stockholders of the Company, the Board board of Directors directors of the Company or any committee and all committees of the Board board of Directors directors of the Company that are not fully reflected in the Company DocumentsCompany. There has not been any violation of any of the Company Documentsprovisions of the Company's certificate of incorporation or bylaws, and at no time has 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. There have been no material corporate actions taken by the Company Documentsthat are required to be reflected in the minute books and are not otherwise reflected in the minute books. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.