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.
Charter, Bylaws and Corporate Records. The minute books of the Company and its Subsidiaries contain in all material respects 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 Company and its Subsidiaries from the date of incorporation of each such entity 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 in all material respects with applicable laws and regulations and have been regularly updated.
Charter, Bylaws and Corporate Records. The Commission Reports contain true, correct and complete copies of (a) the Articles of Incorporation of the Company, as amended and in effect on the date hereof, (b) the Bylaws of the Company, as amended and in effect on the date hereof.
Charter, Bylaws and Corporate Records. Except as set forth in Section 3.3 of the Seller Disclosure Schedule, the minute books of the Seller 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 shareholders of the Seller and its Subsidiaries from the date of their incorporation to the date hereof. All material corporate decisions and actions have been validly made or taken.
Charter, Bylaws and Corporate Records. True and complete copies of: (a) the Certificate of Incorporation of the Purchaser, as amended and in effect on the date hereof, and (b) the Bylaws of the Purchaser, as amended and in effect on the date hereof, have been previously delivered to the Seller.
Charter, Bylaws and Corporate Records. RONCO has been provided with true, correct and complete copies of (a) the Articles of Incorporation of FTK and Purchaser, as amended and in effect on the date hereof, (b) the Bylaws of FTK and Purchaser, as amended and in effect on the date hereof, and (c) the minute books of FTK and Purchaser (containing all corporate proceedings from the date of incorporation). Such minute books contain accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and shareholders of FTK and Purchaser from the date of its incorporation to the date hereof which were memorialized in writing.
Charter, Bylaws and Corporate Records. A true, correct and complete copy of (a) the Certificate of Incorporation of RONCO, as amended and in effect on the date hereof, and (b) the Bylaws of RONCO, as amended and in effect on the date hereof, are attached hereto as Schedule 4.6.
Charter, Bylaws and Corporate Records. SMSBIZ, YAP and CHUA have been provided with true, correct and complete copies of (a) the Articles of Incorporation of the Company, as amended and in effect on the date hereof, (b) the Bylaws of the Company, as amended and in effect on the date hereof, (c) the minute books of the Company (containing all corporate proceedings from the date of incorporation) and (d) all reports filed with the United States Securities and Exchange Commission. Such minute books contain accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and shareholders of the Company from the date of their incorporation to the date hereof which were memorialized in writing.
Charter, Bylaws and Corporate Records. The Company has been provided with true, correct and complete copies of (a) the memorandum and articles of association of SMSBIZ, as amended and in effect on the date hereof and (b) the minute books of SMSBIZ (containing all corporate proceedings from the date of incorporation). Such minute books contain accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and shareholders of SMSBIZ, respectively, from the date of its incorporation to the date hereof which were memorialized in writing.
Charter, Bylaws and Corporate Records. The Company has been provided with true, correct and complete copies of (a) the Memorandum of Association of China Luxuriance, as amended and in effect on the date hereof, (b) the Articles of Association of China Luxuriance, as amended and in effect on the date hereof, and (c) the minute books of China Luxuriance (containing all corporate proceedings from the date of incorporation). Such minute books contain accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and shareholders of China Luxuriance from the date of its incorporation to the date hereof which were memorialized in writing.
