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

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to the Parent and Merger Sub accurate and complete copies of: (i) The Company’s certificate of incorporation and bylaws, including all amendments thereto; (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 and the board of directors of the Company. (b) There have been no meetings or other proceedings of the stockholders of the Company or the board of directors of the Company that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (c) There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws or of any resolution adopted by the Company’s stockholders or the Company’s board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (d) The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. (a) The Company ALC has delivered to the Parent and Merger Sub Purchaser accurate and complete copies of: (i) The CompanyALC’s certificate of incorporation and bylaws, including all amendments thereto; (ii) The the stock records of the CompanyALC; and (iii) The 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 and ALC, the board of directors of ALC and all committees of the Company. (b) board of directors of ALC. There have been no meetings or other proceedings of the stockholders of the Company or ALC, the board of directors of ALC or any committee of the Company board of directors of ALC that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the CompanyALC’s certificate of incorporation or bylaws or of any resolution adopted by the CompanyALC’s stockholders stockholders, ALC’s board of directors or the Companyany committee of ALC’s board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company ALC are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered will promptly deliver to the Parent and Merger Sub Purchaser, but in no event later than one week after the date of this Agreement, accurate and complete copies of: (i) The the Company’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws, including all amendments thereto; (ii) The the stock records of the Company; and (iii) The 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 and the board Board of directors Directors of the Company. (b) . There have been no meetings or other proceedings of the stockholders of the Company or the board Board of directors Directors of the Company that are not fully reflected in such minutes or other records, of or as to which the failure to maintain would actions adopted thereat or performed pursuant thereto have not have a material adverse effect on been legally ratified and approved by the stockholders of the Company, or its Board of Directors, as applicable, by subsequent action reflected in such minutes or other records. (cb) There has not been any violation of any of the provisions of the Company’s certificate 's Articles of incorporation Incorporation or bylaws Bylaws or of any resolution adopted by the Company’s 's stockholders or the Company’s board 's Board of directors; Directors, and no event has occurred, and no condition or circumstance exists, that might likely would (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company are true, correct, accurate, up-to-up to date and complete, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company are in the actual possession and direct control of the CompanyCompany or its authorized representative.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to the Parent and Merger Sub Acquiror accurate and complete copies of: : (i) The Company’s the certificate of incorporation incorporation, as amended to date, and bylaws, as amended to date, and other charter documents, each in full force and effect on the date hereof, including all amendments thereto; , of the Company; (ii) The the stock records of the Company; and and (iii) The 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 and the board of directors of the Company. (b) , and any predecessor thereto. There have been no meetings or other proceedings of the stockholders of the Company or the board of directors of the Company Company, and any predecessor thereto, that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws 's charter documents or of any resolution resolutions adopted by the Company’s stockholders or the Company’s board of directors; directors of the Company, and any predecessor thereto, and to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might likely would (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company (copies of which have been provided to Acquiror) are accurate, up-to-up to date and completecomplete in all respects, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on such minute books of the Company. All of the records of the Company , and any predecessor thereto, are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. (a) The Company Seller has delivered to the Parent and Merger Sub Purchaser accurate and complete copies of: (i) The Company’s Seller's certificate of incorporation and bylaws, including all amendments thereto; (ii) The the stock records of the CompanySeller; and (iii) The 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 and Seller, the board of directors of Seller and all committees of the Company. (b) board of directors of Seller. There have been no meetings or other proceedings of the stockholders of the Company or Seller, the board of directors of Seller or any committee of the Company board of directors of Seller that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the Company’s Seller's certificate of incorporation or bylaws or of any resolution adopted by the Company’s stockholders Stockholders, Seller's board of directors or the Company’s any committee of Seller's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (d) The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to the Parent and Merger Sub Purchaser accurate and complete copies of: (i) The the Company’s certificate of incorporation and bylaws, including all amendments thereto; (ii) The the stock records of the Company; and (iii) The 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. (b) . There have been no 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, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws or of any resolution adopted by the Company’s stockholders stockholders, the Company’s board of directors or any committee of the Company’s board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company are in the actual possession and direct control of the Company. The Company has in place, and has at all times had in place, an adequate and appropriate system of internal controls.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to the Parent and Merger Sub Acquiror accurate and complete copies of: : (i) The the Company’s 's certificate of incorporation and bylaws, including all amendments thereto; ; (ii) The the stock records of the Company; and and (iii) The 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 Stockholders, and any predecessor thereto, and the board of directors of the Company. (b) , and any predecessor thereto. There have been no meetings or other proceedings of the stockholders of the Company Stockholders, or any predecessor thereto, or the board of directors of the Company Company, or any predecessor thereto, that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the Company’s 's certificate of incorporation or bylaws or of any resolution adopted by the Company’s stockholders Stockholders or the Company’s 's board of directors; , and to the Knowledge of the Company no event has occurred, and no condition or circumstance exists, that might likely would (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company are accurate, up-to-up to date and completecomplete in all material respects, and have been maintained in accordance with sound all of such books and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records of the Company and any predecessor thereto are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to the Parent and Merger Sub Acquiror accurate and complete copies of: : (i) The the Company’s certificate 's articles of incorporation and bylaws, including all amendments thereto; ; (ii) The the stock records of the Company; and and (iii) The 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 Shareholders, and any predecessor thereto, and the board of directors of the Company. (b) , and any predecessor thereto. There have been no meetings or other proceedings of the stockholders of the Company Shareholders, or any predecessor thereto, or the board of directors of the Company Company, or any predecessor thereto, that are not fully reflected in such minutes or other records, of which the failure to maintain would not have a material adverse effect on the Company. (cb) There has not been any violation of any of the provisions of the Company’s certificate 's articles of incorporation or bylaws or of any resolution adopted by the Company’s stockholders Shareholders or the Company’s 's board of directors; , and to the Knowledge of the Company no event has occurred, and no condition or circumstance exists, that might likely would (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (dc) The books of account, stock records, minute books and other records of the Company (copies of which have been provided to Acquiror) are accurate, up-to-up to date and completecomplete in all respects, and have been maintained in accordance with sound and prudent business practices, except to the extent the failure to maintain would not have a material adverse effect on the Company. All of the records such minute books of the Company and any predecessor thereto are in the actual possession and direct control of the Company.