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

Certificate of Incorporation and Bylaws; Records. The Company has delivered to the Purchaser accurate and complete copies of the articles of incorporation and bylaws, including all amendments thereto of the Company and each of its subsidiaries; the stock records of the Company and each of its subsidiaries, and 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 shareholders 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. There have been no meetings or other proceedings of the shareholders of the Company or any of its subsidiaries, the board of directors of the Company or any of its subsidiaries or any committee of the board of directors of the Company or any of its subsidiaries that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the articles of incorporation of the Company or any of its subsidiaries or bylaws or of any resolution adopted by the board of directors of the Company or any of its subsidiaries; 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. The books of account, stock records, minute books and other records of each of the Company and each of its subsidiaries are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to the Purchaser Parent accurate and complete copies of of: (i) the articles certificate of incorporation and bylaws, including all amendments thereto of the Company and each of its subsidiariesSubsidiaries; (ii) the stock records of the Company and each of its subsidiaries, Subsidiaries; 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 shareholders Stockholders of the Company and each of its subsidiariesSubsidiaries, the board of directors of the Company and each of its subsidiaries Subsidiaries and all committees of the board of directors of the Company and each of its subsidiariesSubsidiaries (the items described in (i), (ii) and (iii) above, collectively, the “Company Constituent Documents”). There have been no formal meetings or other proceedings of the shareholders Stockholders of the Company or any of its subsidiariesCompany, the board of directors of the Company or any of its subsidiaries Subsidiaries or any committee of the board of directors of the Company or any of its subsidiaries Subsidiaries that are not fully reflected in such the minutes or other records27 AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents of the Company. There has not been any violation of any of the provisions of the articles of incorporation of the Company or Constituent Documents, and neither the Company nor any of its subsidiaries or bylaws or of Subsidiaries has taken any resolution adopted by the board of directors of action that is inconsistent in any material respect with the Company or any of its subsidiaries; 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 violationConstituent Documents. The books of account, stock records, minute books and other records of each of the Company and each of its subsidiaries Subsidiaries are accurate, up-to-date and completecomplete in all material respects, and have been maintained in accordance with sound Applicable Laws and prudent business practices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to the Purchaser accurate and complete copies of the Company's articles of incorporation and bylaws, including all amendments thereto of the Company and each of its subsidiaries; thereto, the stock records of the Company and each of its subsidiariesCompany, and 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 shareholders of the Company and each of its subsidiariesCompany, 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 subsidiariesCompany. There have been no formal meetings or other proceedings of the shareholders of the Company or any of its subsidiariesCompany, the board of directors of the Company or any of its subsidiaries or any committee of the board of directors of the Company or any of its subsidiaries that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation of the Company or any of its subsidiaries or bylaws or of any resolution adopted by the Company's board of directors of the Company or any of its subsidiariesdirectors; 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. The books of account, stock records, minute books and other records of each of the Company and each of its subsidiaries are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices.