Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its Charter Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the Accounting Standards. The register of members and directors (if applicable) of each Group Company is correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Companies is being incorporated have been properly made up and filed.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its Charter Documents in all material respects and none of the Group Companies has violated or breached any of their respective Charter Documents. Each Group Company has made available to the Investors a copy of its minute books. Such copy is true and correct, and contains all material amendments and all minutes of important meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the applicable PRC GAAP or US GAAP. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (if applicable) of each Group Company is true and correct, there has been no notice of any proceedings to rectify any such register. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly prepared and filed.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company is and has been in compliance with its Charter Documents in all material respects, and none of the Group Companies has violated or breached any of their respective Charter Documents to the extent that it would cause, or be reasonably expected to have, a Material Adverse Effect to the Group. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its financial statements to be prepared in accordance with the Accounting Standards in all material respects.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investor. Each Group Company has made available to the Investor or its counsel a copy of its minute books. Such copy is true, correct and complete, and contains all amendments and all minutes of meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements (as defined below) to be prepared in accordance with US GAAP.
Charter Documents; Books and Records. (i) Such Party has delivered to the other Party true, accurate and complete copies of (A) the articles of incorporation of each of such Party’s Contributing Subsidiaries and any company included in such Party’s Contributed Business, including all amendments thereto through the date hereof, as presently in effect; (B) all stock records of any company included in such Party’s Contributed Business, including its stock ledger and, if applicable, copies of any stock certificates issued by it; (C) all minutes and other records of all meetings held within 12 months prior to the date of this Agreement (including any actions taken by written consent or otherwise without a meeting) of: (1) the stockholders of each of such Party’s Contributing Subsidiaries and any company included in such Party’s Contributed Business, and (2) each of such Party’s Contributing Subsidiaries’ Board and the Board of any company included in such Party’s Contributed Business (collectively, the “Resolutions”); and (D) all financial statements of such Party’s Contributing Subsidiaries as of March 31, 2009 prepared based on the requirements of the Corporation Law.
(ii) Each of such Party’s Contributing Subsidiaries and any company included in such Party’s Contributed Business is not in violation of any of the provisions of its articles of incorporation or Resolutions, and no condition or circumstance exists that likely constitutes such a violation.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its Charter Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents. Such copy is true, correct and complete, and contains all amendments and all minutes of meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements (as defined below) to be prepared in accordance with the Accounting Standards. The register of members and directors (with respect to the jurisdiction where recognizes this concept) of each Group Company is correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents requiring to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Companies is being incorporated have been properly made up and filed.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its Charter Documents in all material respects, and none of the Group Companies has violated or breached any of their respective Charter Documents which may result in any Material Adverse Effect. Each Group Company has made available to the Investors or its counsel a copy of its minute books. Such copy is true, correct and complete, and contains all amendments and all minutes of meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects all transactions referred to in such minutes accurately in all material respects. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form made available to the Purchaser Parties. Each Group Company has been in compliance in all material respects with its Charter Documents, and none of the Group Companies has violated or breached any of their respective Charter Documents in any material respect. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements to be prepared in accordance with the Accounting Standards. The register of members and directors (if applicable) of each Group Company is correct, there has been no notice of any proceedings to rectify any such register, and to the Knowledge of the Company Parties there are no circumstances which might lead to any application for its rectification. All documents requiring to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Companies is being incorporated have been properly made up and filed.
Charter Documents; Books and Records. (a) Seller has provided to Purchaser accurate, correct and complete copies of (i) the organizational documents (including charter, deed of incorporation and bylaws, as applicable) of the Purchased Subsidiary (the “Subsidiary Organizational Documents”), including all amendments thereto, as presently in effect; (ii) all stock records of the Purchased Subsidiary, including the stock ledger and copies of any stock certificates issued by the Purchased Subsidiary; (iii) minutes, if any, and all other records of all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of (A) the stockholder(s) of the Purchased Subsidiary and (B) the Board of Directors and all committees of Seller and the Purchased Subsidiary approving or related to the Transaction (collectively, the “Resolutions”); (iv) all material books of account and other financial records of Seller to the extent relating to the Business and the Purchased Assets for the last two fiscal years and any interim period prior to the date hereof; and (v) all books of account and other financial records of the Purchased Subsidiary for the last two fiscal years and any interim period prior to the date hereof.
(b) The minute books of the Purchased Subsidiary accurately and completely reflect all material corporate actions of its stockholders, its Board of Directors and any committees of its Board of Directors. The books of account and other financial records of Seller, with respect to the Business and the Purchased Assets, and the Purchased Subsidiary are accurate and complete in all material respects and have been maintained in accordance with sound business practices.
(c) The Purchased Subsidiary is not in violation of any of the provisions of its charter, deed of incorporation, bylaws or other organizational documents or the Resolutions, and no condition or circumstance exists that likely would (with or without notice or lapse of time) constitute or result in such a violation.
Charter Documents; Books and Records. The Charter Documents of each Group Company are in the form provided to the Investor. Each Group Company has made available to the Investor or its counsel a copy of its minute books. Such copy is true, correct and complete, and contains all amendments and all minutes of meetings and actions taken by its shareholders and directors since the time of formation through the date hereof and reflects in all material respects all transactions referred to in such minutes accurately. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice.
