Charter and Corporate Records Sample Clauses

Charter and Corporate Records. PKI has made available to Buyer correct and complete copies of the memorandum and articles of association, corporate charter and bylaws or similar organizational documents (as amended to the date of this Agreement) of each Acquired Company. The minute books (containing the records of meetings of the stockholders and the board of directors), registers and the stock record or similar books of each Acquired Company are correct and complete in all material respects. None of the Acquired Companies is in material default under or in material violation of any provision of its memorandum or articles of association, corporate charter or bylaws or similar organizational documents.
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Charter and Corporate Records. The Seller has made available to the Buyer correct and complete copies of the corporate charter and bylaws of the Company (each as amended to date). The minute books (containing the records of meetings of the stockholders and the board of directors) of the Company are correct and complete in all material respects, and the stock record books of the Company are correct and complete in all material respects. The Company is not in default under or in violation of any provision of its corporate charter or bylaws.
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Charter and Corporate Records. The Seller has delivered to the Buyer true, correct and complete copies of the certificate of formation and operating agreement of the LLC Subsidiary (as amended to date and currently in effect) and of the certificate of incorporation and bylaws (or other similar organizational documents) of each Corporate Subsidiary (as amended to date and currently in effect). The minute books (containing the records of meetings (or written consents executed in lieu of such meetings) of the stockholders, the board of directors, and any committees of the board of directors) are true, correct and complete in all material respects and the stock certificate books and the stock record books of each Corporate Subsidiary are true, correct and complete in all respects. The minute books (containing the records of meetings (or written consents executed in lieu of such meetings) of the members of the LLC Subsidiary are true, correct and complete in all material respects. No Corporate Subsidiary is in default under or in violation of any provision of its certificate of incorporation or bylaws (or other similar organizational documents). The LLC Subsidiary is not in default under or in violation of any provision of its certificate of formation or operating agreement (or other similar organizational documents).
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Charter and Corporate Records. Xxxxxx has made available to the Buyers, or their Affiliates, correct and complete copies of the corporate charter and bylaws or other organizational documents (each as amended to date) of each Business Subsidiary, other than for Xxxxxx XX, which Xxxxxx will make available to the Buyers, prior to the Closing Time. The minute books (containing the records of meetings of the stockholders and the board of directors) and the stock record books of each Business Subsidiary are correct and complete in all material respects. None of the Business Subsidiaries is in default under or in violation of any provision of its corporate charter or bylaws or other organizational documents.
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Charter and Corporate Records. Seller has made available to Buyer correct and complete copies of the certificate of incorporation and bylaws of SRT (as amended to date). The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books and the stock record books of SRT are correct and complete in all material respects. SRT is not in default under or in violation of any provision of its certificate of incorporation or bylaws.
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Charter and Corporate Records. The Parent has made available to the Buyer correct and complete copies of the charter and bylaws of DC EMS and the memorandum and articles of association of DC CM (each as amended to date). The minute books (containing the records of meetings of the stockholders or shareholders and the board of directors) of each Business Subsidiary, the stock record books of DC EMS and the statutory books and registers of DC CM are correct and complete in all material respects.
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Charter and Corporate Records. PKI Indonesia has made available to Buyer correct and complete copies of its corporate charter and bylaws or other organizational documents (as amended to date). The minute books (containing the records of meetings of the stockholders and the board of directors) and the stock record books of PKI Indonesia are correct and complete in all material respects. PKI Indonesia is not in default under or in violation of any provision of its corporate charter or bylaws or other organizational documents.
Sample 1
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Charter and Corporate Records. Parent has made available to Buyer correct and complete copies of the corporate charter and bylaws or comparable organizational documents (as amended to date) of each Acquired Company. The minute books and the stock record books (or comparable records) of each Acquired Company are correct and complete in all material respects. None of the Acquired Companies is in default under or in violation of any provision of its corporate charter or bylaws or comparable organizational documents.
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Related to Charter and Corporate Records

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Charter, Bylaws and Corporate Records The minute books of the Seller and its Subsidiaries contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and stockholders of the Seller and its Subsidiaries from September 15, 1995 to the date hereof. All material corporate decisions and actions have been validly made or taken. All corporate books, including without limitation the share transfer register, comply with applicable laws and regulations and have been regularly updated. Such books fully and correctly reflect all the decisions of the stockholders.

  • Corporate Records The minute books of the Company have been made available to the Representative and Representative Counsel and such books (i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders of the Company, and (ii) reflect all material transactions referred to in such minutes.

  • Separate Records The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial statements, separate from those of any other Person, except its consolidated Subsidiaries.

  • Provision of Corporate Records Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

  • Corporate Minute Books The corporate minute books of the Company are complete and the minutes and consents contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by the Company which required director or shareholder approval are reflected on the corporate minute books of the Company. The Company is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation or by-laws.

  • Minute Books The minute books of the Company made available to Purchasers contain a complete summary of all meetings of directors and stockholders since the time of incorporation.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

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