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 certificate of incorporation, bylaws and other charter or similar organizational documents of the respective Acquired Corporations, including all amendments thereto; (2) stock records of each of the Acquired Corporations; 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, the board of directors and all committees of the board of directors of each of the Acquired Corporations. The stockholders and board of directors of the Company have ratified, confirmed and approved all prior lawful action taken on behalf of the Company by the Company's board of directors (in the case of ratification, confirmation and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors). There has not been any violation of any of the provisions of the certificate of incorporation, bylaws or other charter or similar organizational documents of any of the Acquired Corporations, and none of the Acquired Corporations has taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, board of directors or any committee of its board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations 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 certificate Certificate of incorporation, bylaws Incorporation and other charter or similar organizational documents of the respective Acquired CorporationsBylaws, including all amendments thereto; (2) stock records of each , of the Acquired CorporationsCorporation; and (3b) 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 stockholdersStockholders, the board Board of directors Directors of the Acquired Corporation and all committees of the board Board of directors of each Directors of the Acquired CorporationsCorporation. The stockholders Certificate of Incorporation and board of directors Bylaws, including all amendments thereto, of the Company Acquired Corporation have ratified, confirmed been duly approved by its Board of Directors and approved Stockholders and adopted in compliance with all prior lawful action taken on behalf of the Company by the Company's board of directors (in the case of ratification, confirmation and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors)applicable Legal Requirements. There has not been any violation of any of the provisions of the certificate Certificate of incorporation, bylaws Incorporation or Bylaws or other charter or similar organizational documents of any of the Acquired CorporationsCorporation, and none of the Acquired Corporations Corporation has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholdersthe Stockholders, board the Board of directors Directors or any committee of its board the Board of directorsDirectors of the Acquired Corporation. The material books of account, stock records, minute books and other material records of each of the Acquired Corporations Corporation 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 the Purchaser accurate and complete copies of: (1i) the certificate of incorporation, incorporation or charter and bylaws and other charter or similar organizational documents of each of the respective Acquired Corporations, including all amendments thereto; (2ii) the stock records of each of the Acquired Corporations; 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 stockholdersstockholders of any of the Acquired Corporations, the board of directors of any of the Acquired Corporations and all committees of the board of directors of each any of the Acquired Corporations. The There have been no formal meetings or other proceedings of the stockholders and of any of the Acquired Corporations, the board of directors of the Company have ratified, confirmed and approved all prior lawful action taken on behalf any of the Company by Acquired Corporations or any committee of the Company's board of directors (of any of the Acquired Corporations that are not fully reflected in the case of ratification, confirmation and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors)such minutes or other records. There has not been any violation of any of the provisions of the any Acquired Corporation's certificate of incorporation, bylaws incorporation or other charter or similar organizational documents of any of the Acquired Corporationsbylaws, and none of the no Acquired Corporations Corporation has taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, its board of directors or any committee of its board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations 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: (1i) the certificate of incorporation, bylaws incorporation and other charter or similar organizational documents of the respective Acquired Corporationsbylaws, including all amendments theretothereto of the Company and each of its Subsidiaries; (2ii) the stock records of the Company and each of the Acquired Corporationsits Subsidiaries; 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 stockholdersStockholders of the Company and each of its Subsidiaries, the board of directors of the Company and each of its Subsidiaries and all committees of the board of directors of the Company and each of its Subsidiaries (the Acquired Corporationsitems described in (i), (ii) and (iii) above, collectively, the “Company Constituent Documents”). The stockholders and There have been no formal meetings or other proceedings of the Stockholders of the Company, the board of directors of the Company have ratified, confirmed and approved all prior lawful action taken on behalf or its Subsidiaries or any committee of the board of directors of the Company by or its Subsidiaries that are not fully reflected in the minutes 27 AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents of the Company's board of directors (in the case of ratification, confirmation and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors). There has not been any violation of the Company Constituent Documents, and neither the Company nor any of the provisions of the certificate of incorporation, bylaws or other charter or similar organizational documents of any of the Acquired Corporations, and none of the Acquired Corporations its Subsidiaries has taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, board of directors or any committee of its board of directorsthe Company Constituent Documents. The books of account, stock records, minute books and other records of the Company and each of the Acquired Corporations its Subsidiaries are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with Applicable Laws and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered or made available to Parent accurate and complete copies of: (1) the certificate Company's Certificate of incorporation, bylaws Incorporation and other charter or similar organizational documents of the respective Acquired Corporationsbylaws, including all amendments thereto, and all charter documents and bylaws and amendments thereto relating to the other Acquired Corporations; (2) the stock records of each of the Acquired Corporations; , 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 meetingconsent) of the stockholdersstockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations. The There have been no formal meetings (or other proceedings required under applicable law to be reflected in the Company's minute book) of the stockholders and of any of the Acquired Corporations, the board of directors of the Company have ratified, confirmed and approved all prior lawful action taken on behalf any of the Company by Acquired Corporations or any committee of the Company's board of directors (of any of the Acquired Corporations that are not accurately reflected in the case of ratification, confirmation and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors)such minutes or other records. There has not been any violation of any of the provisions of the certificate Certificate of incorporation, Incorporation or bylaws or other charter or similar organizational documents of any of the Acquired Corporations, and none each of the Acquired Corporations has not taken any action that is inconsistent in any material respect with any resolution adopted by the its stockholders, its board of directors or any committee of its board of directors. The books of account, stock records, records and minute books and other records of each of the Acquired Corporations 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 certificate Company’s Certificate of incorporation, bylaws Incorporation and other charter or similar organizational documents of the respective Acquired CorporationsBylaws, 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 each of the Acquired CorporationsCompany; 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 stockholdersstockholders of the Company, the board of directors Company Board and all committees of the board of directors of each Company Board. There have been no formal meetings or other proceedings of the Acquired Corporations. The stockholders and board of directors the Company, the Company Board or any committee of the Company have ratified, confirmed Board that are not fully reflected in such minutes or other records. The Company’s Certificate of Incorporation and approved all prior lawful action taken on behalf Bylaws of the Company by the Company's board of directors (which copies are delivered to Parent are in the case of ratification, confirmation full force and approval by the Company's stockholders) and the Company's officers (in the case of ratification, confirmation and approval by the Company's board of directors)effect. There has not been any violation of any of the provisions of the certificate Company’s Certificate of incorporation, bylaws Incorporation or other charter or similar organizational documents of any of the Acquired CorporationsBylaws, and none of the Acquired Corporations Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its the Company’s stockholders, board of directors the Company Board or any committee of its board of directors. The books of account, stock records, minute books and other records of each of the Acquired Corporations are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.any