Charter Documents; Records. The Company has made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”); (b) the stock or share records of the Company; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of the Company, which minutes or other records contain a complete summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consent. All actions taken and all transactions entered into by the Company have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of the Company. There has been no violation of any of the provisions of the Charter Documents of the Company, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices and all applicable Legal Requirements.
Charter Documents; Records. Each of the Acquired Companies has made available to the Purchaser accurate and complete copies of its: (a) certificate of incorporation and bylaws, or equivalent governing documents, including all amendments thereto (the “Charter Documents”); and (b) minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent, written resolution or otherwise without a meeting) of the stockholders (or similar stakeholders), the board of directors (or other similar body) and all committees of the board of directors (or other similar body), which minutes or other records are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies required by applicable Legal Requirements. There has been no violation in any material respect of any of the provisions of the Charter Documents of any of the Acquired Companies, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with any resolution adopted by any of the Acquired Companies’ stockholders (or similar stakeholder), board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.
Charter Documents; Records. The Designated Sellers have Made Available to Purchaser accurate and complete copies of: (a) the constitution of the Company, including its memorandum of association, articles of association and resolutions and agreements affecting its constitution as described in Section 29 of the Companies Xxx 0000; (b) the certificate of incorporation, bylaws or other charter documents of the other Acquired Companies (the documents described in clauses “(a)” and “(b)” of this sentence being collectively referred to as the “Charter Documents”); and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders or members, the board of directors and all committees of the board of directors of each Acquired Company since January 1, 2009, which minutes or other records contain a materially complete summary of all meetings of directors, shareholders and members, and all actions taken thereat or by written consent, since January 1, 2009. All actions taken and all transactions entered into by each Acquired Company requiring approval under applicable Legal Requirements, Contracts or Charter Documents have been duly approved by all necessary action of the board of directors and shareholders of such Acquired Company, as applicable. There has been no 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 their respective shareholders, boards of directors or any committee of their boards of directors. The books of account, stock records, minute books and other records of each Acquired Company are accurate, up-to-date and complete in all material respects.
Charter Documents; Records. 19 2.3 Capitalization .........................................................................................................20 2.4 Financial Statements and Related Information ......................................................24 2.5
Charter Documents; Records. The Company has made available to Parent or its Representatives accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”); and (b) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders and the board of directors of the Company since January 1, 2010. The Company is not in material violation of any of its Charter Documents.
Charter Documents; Records. The Company has delivered to Parent accurate and complete copies of: (A) Charter documents of the Company, including all amendments thereto; (B) the stock records of the Company; and (C) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. Except as set forth in Part 5.2 of the Disclosure Schedule, there has not been any violation of any of the provisions of the Company's Charter documents, nor has the Company taken any action that is inconsistent with any resolution adopted by the Company's stockholders, the Company's board of directors or any committee of the Company's board of directors, which would have a Material Adverse Effect on the Company. Except as set forth in Part 5.2 of the Disclosure Schedule, the books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.
Charter Documents; Records. The Company has Made Available to Purchaser accurate and complete copies of: (a) Charter Documents; and (b) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders or the board of directors (or similar body) of each Acquired Company, which minutes or other records contain a complete summary of all meetings of the board of directors (or similar body) and shareholders, and all actions taken thereat or by written consent. All actions taken and all transactions entered into by each Acquired Company which required the approval or consent of its board of directors or shareholders have been duly approved by all necessary action of the board of directors and shareholders of such Acquired Company. There has been no 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 such Acquired Company’s shareholders or board of directors (or similar body). The books of account, share records, minute books and other records of each Acquired Company are accurate, up-to-date and complete in all material respects, and have been maintained in all material respects in accordance with prudent business practices and all applicable Legal Requirements.
Charter Documents; Records a. Schedule 7.2(a)(i) includes a true and correct list of the articles of association, memorandum of association, deeds of incorporation, certificates of good standing (collectively “Charter Documents”) of the Company and its Subsidiaries, as applicable. Such Charter Documents are presently valid and in force and no changes have been resolved or will be resolved, except for changes relating to the transaction contemplated in this Agreement. There are no ancillary agreements relating to the constitution and organization of the Acquired Companies except for the Shareholder Agreements and those agreements listed in Schedule 7.2(a)(ii).
b. The Company has delivered to Purchaser accurate and complete copies of: (i) the articles of association and other charter documents of each of the Acquired Companies, including all amendments thereto; and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders, the advisory board (Beirat) and the board of directors of each of the Acquired Companies. None of the Acquired Companies has or would be obligated under any Legal Requirement to establish a (co-determined) supervisory board (Aufsichtsrat). There has not been any violation of any of the provisions of the articles of association or other Charter Documents of any of the Acquired Companies or of any resolution adopted by the shareholders, advisory board (Beirat) or board of directors of any of the Acquired Companies. The books of account, stock records, minute books and other records of each of the Acquired Companies, as the case may be, are accurate, up-to-date and complete, and have been maintained in accordance with prudent business practices and all applicable Legal Requirements. Qype Ltd. has not adopted any resolution relating to the number of directors or requiring its board of directors to have certain numbers of directors.
c. At all times the activities undertaken by any Acquired Company have remained within such Acquired Company’s objects as set out in its articles of association.
Charter Documents; Records. (a) Schedule 8.4(a)(i) includes a true and correct list of the articles of association, partnership agreements, memorandum of association, deeds of incorporation, and certificates of good standing (collectively “Charter Documents”) of the Target Group Companies, as applicable. Such Charter Documents are presently valid and in force and no changes have been resolved or will be resolved, except for changes relating to the Transaction contemplated in this Agreement. There are no ancillary agreements relating to the constitution and organization of the Target Group Companies.
(b) The Sellers have delivered to Purchaser accurate and complete copies of the Charter Documents of each of the Target Group Companies, including all amendments thereto. Except for WH Hellas, none of the Target Companies has or would be obligated under any applicable Law to establish a (co-determined) supervisory board (Aufsichtsrat). The books of account, stock records, minute books and other records of each of the Target Group Companies, as the case may be, are accurate, up-to-date and complete, and have been maintained in accordance with prudent business practices and all applicable Law.
Charter Documents; Records. The Company has delivered to the Purchaser (and/or granted the Purchaser access in the Company’s online or physical data room) accurate and complete copies of: (a) the articles of associations, bylaws and memorandum of association or equivalent governing documents, including all amendments thereto, of each of the Acquired Companies (the “Charter Documents”); and (b) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (or members) and the board of directors (or other similar body) of each of the Acquired Companies. The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects. 7
