Charter Documents; Minutes Sample Clauses

Charter Documents; Minutes. The Certificate of Incorporation and the Bylaws of the Company are in the form previously provided to the Investor. The minute books of the Company provided to the Investor contain a complete summary of all meetings, consents and actions of the board of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
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Charter Documents; Minutes. The Company has made available to Parent accurate and complete copies of the memorandum of association and articles of association and other charter and organizational documents of the respective Acquired Companies, including all amendments thereto, in each case as in effect as of the date of this Agreement (the “Charter Documents”). The Company has made available to Parent accurate and complete copies of the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) since January 1, 2013 of the shareholders or equityholders, as applicable, of each Acquired Company, the Company Board, all committees thereof and the boards of directors or equivalent governing body of each Acquired Company other than the Company, all of which are true and complete in all material respects. There has not been any material violation of any of the provisions of the Charter Documents and no Acquired Company has taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s shareholders, the Company Board or any committee thereof. At the Closing, all such books, minutes and records will be in the possession of the Company or the applicable Subsidiary.
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Charter Documents; Minutes. The Company has made available to Parent a correct and complete copy of (i) the certificate of incorporation and by-laws of the Company, each as amended and as in effect on the date hereof (collectively, the “Company Organizational Documents”), and (ii) the certificate of incorporation and by-laws, or similar organizational documents of each of its Subsidiaries, each as amended and as in effect on the date hereof (collectively, the “Subsidiary Organizational Documents”). Except as set forth in Section 3.1(b)(i) of the Company Disclosure Letter, the Company Organizational Documents and the Subsidiary Organizational Documents are in full force and effect. The Company is not in violation of any of the provisions of the Company Organizational Documents and its Subsidiaries are not in violation of the Subsidiary Organizational Documents, except in each case for violations which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as set forth in Section 3.1(b)(ii) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies of minutes of all meetings of the stockholders of the Company, the Board and each committee thereof, in each case, held since January 1, 2004, as well as (i) in the case of Motive Communications India Private Limited-Incorporation, true, correct and complete copies of the minutes of all meetings of the stockholders, the board of directors and committees thereof and (ii) in the case of each other Subsidiary, copies of the minutes in the Company’s possession of all meetings of the stockholders, the board of directors and committees thereof for each such Subsidiary, in each case, held since January 1, 2004.
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Charter Documents; Minutes 
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Related to Charter Documents; Minutes

  • Charter Documents Cause or permit any amendments to its Certificate of Incorporation or Bylaws;

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Certified Copies of Charter Documents Each of the Banks shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Charter The terms of this Lease shall be governed by and subject to the budget and fiscal provisions of the Charter of the City and County of San Francisco.

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