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 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 (4) except as set forth in Part 2.2 of the 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 Company Board and all committees of the Company Board. There have been no formal meetings or other proceedings of the stockholders of the Company, the Company Board or any committee 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 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 Board or any committee of the Company 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. The Company has delivered to Parent accurate and complete copies of: (1a) the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws or comparable charter documents, 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; (3b) the stock records of the Company; and (4c) except as set forth in Part 2.2 of the 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 Company Boardboard 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 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 Certificate certificate of Incorporation 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 stockholders, the Company Board Company’s board of directors or any committee of the Company BoardCompany’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.

Certificate of Incorporation and Bylaws; Records. The Company has delivered made available to Parent accurate and complete copies of: (1) the Company’s Certificate 's articles of Incorporation 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 (43) except as set forth in Part 2.2 of the 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 shareholders of the Company, the board of directors of the Company Board and all committees of the board of directors of the Company Boardsince the inception of the Company. There have been no formal meetings or other proceedings of the stockholders shareholders 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 Certificate 's articles of Incorporation 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 stockholders's shareholders, the Company Board Company's board of directors or any committee of the Company BoardCompany'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. (a) The Company has delivered to Parent accurate and complete copies of: (1i) the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, including all amendments theretothereto and each as so delivered is in full force and effect and in compliance with applicable Law; (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; (3ii) the stock records of the Company; and (4iii) except as set forth in Part 2.2 of the 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 board of directors of the Company, the Company Board and all committees of the Company Boardboard of directors of the Company. There have been no formal meetings or other proceedings of the stockholders board of directors of the Company, 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 Certificate certificate of Incorporation 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 stockholders, the Company Board board of directors or any committee of the Company BoardCompany’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.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate and complete copies of: (1a) the Company’s Certificate of Incorporation and Bylaws, 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 CompanyAcquired Corporation; and (4b) except as set forth in Part 2.2 of the 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 Stockholders, the Board of Directors of the Company, the Company Board Acquired Corporation and all committees of the Company Board. There have been no formal meetings or other proceedings Board of Directors of the stockholders of the Company, the Company Board or any committee of the Company Board that are not fully reflected in such minutes or other recordsAcquired Corporation. The Company’s Certificate of Incorporation and Bylaws Bylaws, including all amendments thereto, of which copies are delivered to Parent are the Acquired Corporation have been duly approved by its Board of Directors and Stockholders and adopted in full force and effectcompliance with all applicable Legal Requirements. There has not been any violation of any of the provisions of the Company’s Certificate of Incorporation or BylawsBylaws or other similar documents of the Acquired Corporation, and the Company Acquired Corporation has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s stockholdersStockholders, the Company Board of Directors or any committee of the Company BoardBoard of Directors of the Acquired Corporation. The material books of account, stock records, minute books and other material records of the Company Acquired Corporation are accurate, up-–to-–date and complete in all material respects, and have been maintained in accordance with prudent business practices.