Common use of Charter Documents; Minutes Clause in Contracts

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.

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 that have occurred on or after January 1, 2013 2007 of the shareholders or equityholders, as applicable, of each Acquired Company, the Company Boardboard of directors of the Company, 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 memorandum of association and articles of association or bylaws (or equivalent constituent documents), including all amendments thereto, of each Acquired Company, 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 board of directors of 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.