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

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Buyer accurate and complete copies of: (a) the Company's certificate of incorporation and bylaws, including all amendments thereto; (b) the stock records of the Company; and (c) the minutes and other records of the meetings and other actions or proceedings

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Digital River Inc /De)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered to Buyer Parent accurate and complete copies of: (a) the Company's certificate of incorporation and bylaws, including all amendments theretoCompany Charter Documents; (b) the all stock records of the Company; and (c) the all minutes and other records of the meetings and other proceedings (including any actions taken by written consent or proceedingsotherwise 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. The foregoing are accurate and complete in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CarePayment Technologies, Inc.)

Certificate of Incorporation and Bylaws; Records. The Company Parent has delivered to Buyer the Company accurate and complete copies of: (a1) the Company's certificate of incorporation and bylaws, including all amendments thereto; (b) the stock records , of the CompanyParent; and (c2) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or proceedingsotherwise without a meeting) of the stockholders of Parent and the board of directors of Parent (the items described in (1) and (2) above, collectively, the "PARENT CONSTITUENT DOCUMENTS").

Appears in 1 contract

Samples: Rights Agreement (Proxymed Inc /Ft Lauderdale/)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Buyer Parent accurate and complete copies of: (a1) the Company's certificate of incorporation incorporation, bylaws and bylawsother charter or similar organizational documents of the respective Acquired Corporations, including all amendments thereto; (b2) the stock records of each of the CompanyAcquired Corporations; and (c3) the minutes and other records of the meetings and other actions or proceedingsexcept

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Dna Sciences Inc)

Certificate of Incorporation and Bylaws; Records. The Company Parent has delivered to Buyer the Company accurate and complete copies of: (a1) the Company's certificate its Certificate of incorporation Incorporation and bylawsBylaws, including all amendments theretothereto (the "Incorporation Documents"); (b2) the stock records a detailed listing of the Companycapitalization of Parent; and (c3) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or proceedingsotherwise without a meeting) of the stockholders, the board of directors and all committees of the board of directors of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Director Inc)

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Certificate of Incorporation and Bylaws; Records. The Company has delivered or made available to Buyer Parent accurate and complete copies of: (a) of the Company's certificate of incorporation and bylawsbylaws of the Company, including all amendments thereto; (b) the stock records . The Company has made available to Parent accurate and complete copies in all material respects of the Company; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or proceedingsotherwise without a meeting) of the stockholders of the Company and the board of directors and all committees of the board of directors of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Pharmacopeia Inc)

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Buyer Parent accurate and complete copies of: (a1) the Company's certificate of incorporation and bylaws, including all amendments thereto; (b) the stock records , of the Company; and (c2) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or proceedingsotherwise without a meeting) of the stockholders of the Company and the board of directors of the Company (the items described in (1) and (2) above, collectively, the "COMPANY CONSTITUENT DOCUMENTS").

Appears in 1 contract

Samples: Rights Agreement (Proxymed Inc /Ft Lauderdale/)

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