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: (a) the Company’s Certificate of Incorporation and Bylaws, including all amendments and restatements thereto; (b) the stock records of the Company; 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 Company’s stockholders, the Company’s board of directors and all committees of the Company’s board of directors (the items described in (a), (b) and (c) above, collectively, the “Company Constituent Documents”). There have been no formal meetings or other proceedings of the Company’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors that are not fully reflected in the Company Constituent Documents. There has not been any violation of the Company’s Certificate of Incorporation and Bylaws, including all amendments thereto. 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 applicable Laws and prudent business practices. All the records of the Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to Parent accurate the Purchaser true, correct and complete copies of: of its (a) the Company’s Certificate certificate of Incorporation incorporation and Bylawsbylaws, including all amendments and restatements thereto; , (b) the stock records of the Company; 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 Company’s stockholdersShareholders, the Company’s board of directors of the Company and all committees of the Company’s board of directors of the Company (the items described in (a), (b) and (c) above, collectively, the “Company Constituent Documents”). There have been no formal meetings or other proceedings of the Company’s stockholdersShareholders, the Company’s board of directors of the Company or any committee of the Company’s board of directors of the Company that are not fully reflected in the Company Constituent Documents. There has not been any violation of the Company’s Certificate of Incorporation Company Constituent Documents, and Bylaws, including all amendments theretothe Company has not taken any action that is inconsistent with the Company Constituent Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date accurate and complete in all material respects, and have been maintained in accordance with all applicable Laws and prudent business practices. All the records of the Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Bylaws; Records. The Except as set forth on Part 2.2(a) of the Company Disclosure Schedule, the Company has delivered to Parent accurate and complete copies of: (a1) the Company’s Certificate its Articles of Incorporation and Bylaws, including all amendments and restatements theretothereto (the "INCORPORATION DOCUMENTS"); (b2) the stock records of the Company; and (c3) 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 Company’s stockholders, the Company’s board of directors and all committees of the Company’s board of directors (of the items described in (a), (b) and (c) above, collectively, the “Company Constituent Documents”)Company. There have been no formal meetings or other proceedings of the Company’s stockholders, board of directors, or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has been no violation of any of the provisions of the Incorporation Documents of the Company’s , and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's stockholders, board of directors or any committee of the Company’s 's board of directors that are not fully reflected in the Company Constituent Documents. There has not been any violation of the Company’s Certificate of Incorporation and Bylaws, including all amendments theretodirectors. 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 applicable Laws and prudent business practices. All the records of the Company are in the actual possession and direct control of the Company.