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

Certificate of Incorporation and Bylaws; Records. Replidyne and Merger Sub have delivered or made available to the Company accurate and complete copies of: (a) Replidyne’s Certificate of Incorporation and Bylaws, and the Articles of Incorporation and Bylaws of Merger Sub, in each case including all amendments thereto; (b) the stock records of Replidyne and Merger Sub; and (c) 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 boards of directors and all committees of the boards of directors of Replidyne and Merger Sub (the items described in (a) and (b) above, collectively, the “Replidyne Constituent Documents”). There have been no formal meetings or actions taken by written consent or otherwise without a meeting of the stockholders of Replidyne or Merger Sub, the board of directors of Replidyne or Merger Sub or any committee of the board of directors of Replidyne or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to the Company pursuant to clause (c) above. There has not been any violation of the Replidyne Constituent Documents, and Replidyne has not taken any action that is inconsistent with the Replidyne Constituent Documents. Except as set forth in Part 3.2 to the Replidyne Disclosure Schedule, the books of account, stock records, minute books and other records of Replidyne 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. Replidyne and Merger Sub have (a) MTC has delivered or made available to the Company GID accurate and complete copies of: : (ai) Replidyne’s MTC's Certificate of Incorporation and Bylaws, and the Articles of Incorporation and Bylaws of Merger Sub, in each case including all amendments thereto; , as presently in effect; (bii) the stock records of Replidyne and Merger SubMTC; and and (ciii) 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 MTC, the boards of directors Board and all committees of the boards of directors of Replidyne and Merger Sub (the items described in (a) and Board. (b) above, collectively, the “Replidyne Constituent Documents”). There have been no formal meetings or actions taken by written consent or otherwise without a meeting other proceedings of the stockholders of Replidyne or Merger SubMTC, the board of directors of Replidyne or Merger Sub Board or any committee of the board of directors of Replidyne or Merger Sub Board that are not fully reflected in the such minutes and or other records delivered or made available to the Company pursuant to clause in accordance with Section 2.2(a). (c) above. There MTC has not been never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Micrographic Technology Corporation." (d) 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 a violation of any of the Replidyne Constituent Documentsprovisions of MTC's Certificate of Incorporation, and Replidyne has not taken as amended, or Bylaws, as amended, or of any action that is inconsistent with the Replidyne Constituent Documents. Except as set forth in Part 3.2 to the Replidyne Disclosure Scheduleresolution adopted by MTC's stockholders, the books MTC's Board or any committee of account, MTC's Board. (e) The stock records, minute books and other records of Replidyne MTC are accurate, up to date and complete in all material respectscomplete, and have been maintained in accordance with sound and prudent business practices. Except as provided in the Transactional Documents, as of the Closing Date, all of the records of MTC will be in the actual possession and under the direct control of MTC.

Certificate of Incorporation and Bylaws; Records. Replidyne and Merger Sub have Except as otherwise disclosed on Part 2.1(e)(ii) of the Company Disclosure Schedule, the Company has delivered or made available to the Company Parent accurate and complete copies of: (a) Replidyne’s the Certificate of Incorporation and BylawsBylaws (or similar organizational documents), and the Articles of Incorporation and Bylaws of Merger Sub, in each case including all amendments theretothereto of each of the Acquired Companies; (b) the stock records of Replidyne and Merger Subeach of the Acquired Companies; and (c) 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 boards stockholders of directors and all committees each of the boards Acquired Companies and the board of directors of Replidyne and Merger Sub each of the Acquired Companies (the items described in (a), (b) and (bc) above, collectively, the “Replidyne Company Constituent Documents”)) that are in its possession. There have been no formal meetings or actions taken by written consent or otherwise without a meeting other proceedings of the stockholders of Replidyne the Acquired Companies or Merger Sub, the board of directors of Replidyne or Merger Sub or any committee of the board of directors of Replidyne or Merger Sub Acquired Companies that are not fully reflected in the minutes and other records delivered or made available Company Constituent Documents, except for matters which are not required to be reflected under the Company pursuant to clause (c) aboveapplicable laws. There has not been any violation of the Replidyne Company Constituent Documents, and Replidyne except as otherwise disclosed on Part 2.1(e)(ii) of the Company Disclosure Schedule, none of the Acquired Companies has not taken any action that is inconsistent in any material respect with the Replidyne Company Constituent Documents. Except as set forth in otherwise disclosed on Part 3.2 to 2.1(e)(ii) of the Replidyne Company Disclosure Schedule, the books of account, stock records, minute books and other records of Replidyne each of the Acquired Companies 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.

Certificate of Incorporation and Bylaws; Records. Replidyne and Merger Sub have delivered or Parent has made available to the Company accurate and complete copies of: (a) Replidyne’s Certificate the certificates of Incorporation incorporation and Bylaws, bylaws or comparable charter documents of Parent and the Articles of Incorporation and Bylaws of Merger Sub, in each case including all amendments thereto; and (b) the stock records of Replidyne and Merger Sub; and (c) 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 Parent and Merger Sub, the boards of directors of Parent and Merger Sub and all committees of the boards of directors of Replidyne Parent and Merger Sub (the items described in (a) and (b) above, collectively, the “Replidyne Constituent Documents”)Sub. There have been no formal meetings or actions taken by written consent or otherwise without a meeting other proceedings of the stockholders of Replidyne or Parent and Merger Sub, the board boards of directors of Replidyne or Parent and Merger Sub or any committee of the board boards of directors of Replidyne or Parent and Merger Sub that are not fully reflected in the such minutes and or other records delivered or made available to the Company pursuant to clause (c) aboverecords. There has not been any violation of any of the Replidyne Constituent Documentsprovisions of Parent’s and Merger Sub’s respective certificates of incorporation or bylaws, and Replidyne neither Parent nor Merger Sub has not taken any action that is inconsistent in any material respect with the Replidyne Constituent Documentsany resolution adopted by Parent’s and Merger Sub’s stockholders, Parent’s and Merger Sub’s boards of directors or any committee of Parent’s and Merger Sub’s boards of directors. Except as set forth in Part 3.2 to the Replidyne Disclosure Schedule, the The books of account, stock records, minute books and other records of Replidyne Parent and Merger Sub are accurate, up to date and complete in all material respects, and and, except as set forth in Part 3.2 of the Parent Disclosure Schedule, have been maintained in accordance with prudent business practices.

Certificate of Incorporation and Bylaws; Records. Replidyne Ethos and Merger Sub have delivered or made available to the Company accurate and complete copies of: (a) ReplidyneEthos’s Certificate Articles of Incorporation Incorporation, annexed hereto as Exhibit “G” and Bylaws, annexed hereto as Exhibit “H”, and the Articles of Incorporation and Bylaws of Merger Sub, annexed hereto as Exhibits “K” and “L”, respectively, in each case including all amendments thereto; (b) the stock records of Replidyne Ethos and Merger Sub; and (c) 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 boards of directors and all committees of the boards of directors of Replidyne Ethos and Merger Sub (the items described in (a) and (b) above, collectively, the “Replidyne Ethos Constituent Documents”). There have been no formal meetings or actions taken by written consent or otherwise without a meeting of the stockholders of Replidyne Ethos or Merger Sub, the board of directors of Replidyne Ethos or Merger Sub or any committee of the board of directors of Replidyne Ethos or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to the Company pursuant to clause (c) above. There has not been any violation of the Replidyne Ethos Constituent Documents, and Replidyne Ethos has not taken any action that is inconsistent with the Replidyne Ethos Constituent Documents. Except as set forth in Part 3.2 to the Replidyne Disclosure Schedule, the The books of account, stock records, minute books and other records of Replidyne Ethos 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. Replidyne Avatech and Merger Sub have delivered or made available to the Company Merger Partner accurate and complete copies of: (a) ReplidyneAvatech’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, and the Articles of Incorporation and Bylaws of Merger Sub, in each case including all amendments thereto, and the certificate of incorporation and bylaws of Merger Sub; (b) the stock records of Replidyne Avatech and Merger Sub; and (c) except as Disclosed in Part 3.2(c) of the Avatech 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 Avatech and Merger Sub, the boards board of directors of Avatech and Merger Sub and all committees of the boards board of directors of Replidyne Avatech and Merger Sub since January 1, 2005 (the items described in (a) and (b) above, collectively, the “Replidyne Avatech Constituent Documents”). There Since November 1, 2007, there have been no formal meetings or actions taken by written consent or otherwise without a meeting of the stockholders of Replidyne Avatech or Merger Sub, the board of directors of Replidyne Avatech or Merger Sub or any committee of the board of directors of Replidyne Avatech or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to the Company Merger Partner pursuant to clause (c) above. There has not been any violation in any material respect of the Replidyne Avatech Constituent Documents, and Replidyne Avatech has not taken any action that is inconsistent in any material respect with the Replidyne Avatech Constituent Documents. Except as set forth in Part 3.2 to the Replidyne Disclosure Schedule, the The books of account, stock records, minute books and other records of Replidyne Avatech are accurate, up to date and complete in all material respects, and have been maintained in accordance with prudent business practices.