Certificate of Incorporation; Records Sample Clauses

Certificate of Incorporation; Records. (a) Blocker Corp. has delivered or otherwise made available to Buyer accurate and complete copies of: (i) Blocker Corp.’s Certificate of Incorporation and By-Laws, including all amendments thereto, as presently in effect; (ii) the stock records of Blocker Corp.; and (iii) the minutes and other records of the meetings and other actions (including any actions taken by written consent or otherwise without a meeting) of the stockholders, the board of directors and all committees of Blocker Corp.’s board of directors.

Certificate of Incorporation; Records. Except as set forth in Part 2.2 of the Company Disclosure Schedule, the Company has delivered to Parent accurate and complete copies of: (1) the Certificate of Incorporation, including all amendments thereto; (2) the stock records of the Company; and (3) 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 and the board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of the Company or the board of directors of the Company that are not fully reflected in such minutes or other records. Except as set forth in Part 2.2 of the Company Disclosure Schedule, there has not been any violation of any of the provisions of the Certificate of Incorporation, nor has the Company taken any action that is materially inconsistent with any resolution adopted by the Company’s stockholders or the Company’s board of directors. Except as set forth in Part 2.2 of the Company Disclosure Schedule, the books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all respects, except where the failure to maintain such books of account, minute books, registers and records would not have a Material Adverse Effect.