Common use of Charter Documents; Records Clause in Contracts

Charter Documents; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution or equivalent governing documents, including all amendments thereto, of each of the Acquired Entities (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 or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities since inception, which minutes or other records contain a summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consent since inception. All actions taken and all transactions entered into, in each case since inception, by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, have been duly approved by all necessary action of the board of directors (or other similar body) and/or stockholders of such Acquired Entity. There has been no violation of any of the provisions of the Charter Documents of any Acquired Entity. The stock records and minute books of each of the Acquired Entities are accurate and complete in all material respects.

Charter Documents; Records. The Company Each of the Acquired Companies has delivered made available to Parent the Purchaser accurate and complete copies ofof its: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution or equivalent governing documents, including all amendments thereto, of each of the Acquired Entities thereto (the “Charter Documents”); and (b) the minutes and other records of the material meetings and other material proceedings (including any actions taken by written consent consent, written resolution or otherwise without a meeting) of the stockholders (or memberssimilar stakeholders), the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities since inception), which minutes or other records contain a summary of are accurate, up-to-date and complete in all meetings of directors, stockholders and membersmaterial respects, and have been maintained in all actions taken thereat or by written consent since inceptionmaterial respects in accordance with prudent business practices and all applicable Legal Requirements. All actions taken and all transactions entered into, in each case since inception, into by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, Companies have been duly approved by all necessary action of the board of directors (or other similar body) and/or and stockholders of such each of the Acquired EntityCompanies 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 EntityCompanies, 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 and records, minute books and other records of each of the Acquired Entities Companies are accurate 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 Company has delivered Designated Sellers have Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate constitution of incorporation and bylawsthe Company, including its memorandum of association, articles of association and articles of association, resolutions and agreements affecting its constitution or equivalent governing documents, including all amendments thereto, of each as described in Section 29 of the Companies Xxx 0000; (b) the certificate of incorporation, bylaws or other charter documents of the other Acquired Entities Companies (the documents described in clauses “(a)” and “(b)” of this sentence being collectively referred to as the “Charter Documents”); and (bc) 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 shareholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities Company since inceptionJanuary 1, 2009, which minutes or other records contain a materially complete summary of all meetings of directors, stockholders shareholders and members, and all actions taken thereat or by written consent consent, since inceptionJanuary 1, 2009. All actions taken and all transactions entered into, in each case since inception, into by each of the Acquired Entities that required Company requiring approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable LawLegal Requirements, Contracts or the Charter Documents of the Acquired Entity, have been duly approved by all necessary action of the board of directors (or other similar body) and/or stockholders and shareholders of such Acquired EntityCompany, as applicable. There has been no violation of any of the provisions of the Charter Documents 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 Acquired Entitycommittee of their boards of directors. The books of account, stock records and records, minute books and other records of each of the Acquired Entities Company are accurate accurate, up-to-date and complete in all material respects.

Charter Documents; Records. The Company has delivered made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution association or equivalent governing documents, including all amendments thereto, of each of the Acquired Entities 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 stockholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities since inceptionCompanies, 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 since inceptionconsent. All actions taken and all transactions entered into, in each case since inception, into by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, Companies have been duly approved by all necessary action of the board of directors (or other similar body) and/or and stockholders of such each of the Acquired EntityCompanies. There has been no violation of any of the provisions of the Charter Documents of any Acquired Entity. The stock records and minute books of each of the Acquired Entities are accurate Companies, and complete no Acquired Company has taken any action that is inconsistent in all any material respects.respect with any resolution adopted by such Acquired Company’s stockholders or members, board of directors

Charter Documents; Records. The Company has delivered made available to Parent accurate and complete copies of: (a) the certificate of incorporation or certificate of formation, as applicable, and bylawsbylaws or operating agreement, memorandum of association and articles of association, constitution or equivalent governing documentsas applicable, including all amendments theretothereto or equivalent governing documents (collectively, of each of the Acquired Entities (the “Charter Documents”)) of each Acquired Entity; and (b) except as described in Part 2.2 of the Disclosure Schedule, 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 managers (or other similar body) and all committees of the board of directors or managers (or other similar body) ), as applicable, of each of the Acquired Entities Entity since inceptionJanuary 1, 2017, which minutes or other records contain a summary of all meetings of directorsthe board of directors or managers (or other similar body), committees of the board of directors or managers (or other similar body) and stockholders and or members, as applicable, and all actions taken thereat or by written consent consent, since inceptionJanuary 1, 2017; provided that such minutes are subject to redaction of actions related to the transactions contemplated by this Agreement and minutes pertaining only to the transactions contemplated by this Agreement have not been made available to Parent. All actions taken and all transactions entered into, in each case since inception, into by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, have been duly approved by all necessary action (if and to the extent required) of the board of directors or managers (or other similar body) and/or and stockholders and members of such each Acquired Entity. There has been no violation of any of the provisions of the Charter Documents of any Acquired Entity. The books of account, stock records and or membership interest records, minute books and other records of each of the Acquired Entities Entity are accurate 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) The Company has delivered Made Available to Parent Purchaser accurate and complete copies (to the extent applicable) of: (ai) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution certificate of incorporation, bylaws, and any and all other organizational documents (or equivalent governing comparable documents), including all amendments thereto, of each of the Acquired Entities Company (the “Charter Documents”); (ii) the share registers of each Acquired Company; and (biii) 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 membersshareholders, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities since inceptionCompany, which minutes or other records contain a summary complete summary, in all material respects, of all meetings of directors, stockholders and membersdirectors or shareholders, and all actions taken thereat at such meetings or by written consent since inceptionconsent. (b) All actions taken and all transactions entered into, in each case since inception, into by each Acquired Company that requires the approval of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders or shareholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, Company have been duly approved by all necessary action of the board of directors (or other similar body) and/or stockholders and shareholders of such Acquired EntityCompany (as the case may be). There has been no violation of any of the provisions of the Charter Documents of any Acquired EntityCompany 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 register, stock records and records, minute books and any similar other records of each of the Acquired Entities Company are accurate accurate, up-to-date and complete in all material respects., 19

Charter Documents; Records. The Company has delivered Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution or equivalent governing documents, including all amendments thereto, Charter Documents of each of the Acquired Entities (the “Charter Documents”)Company; 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 or members, the board of directors managers (or other similar body) and all committees of the board of directors managers (or other similar body) of each of the Acquired Entities since inceptionCompany, which minutes or other records contain a complete and accurate summary of all meetings of directors, stockholders and memberssuch meetings, and all actions taken thereat at such meetings or by written consent since inceptionconsent; and (c) the statutory registers and records of each Acquired Company. All actions taken and all transactions entered into, in each case since inception, into by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, Company have been duly approved by all necessary action of the board of directors managers (or other similar bodybody or committee thereof) and/or stockholders and members of such Acquired EntityCompany (as the case may be). There has been no violation of any of the provisions of the Charter Documents of any Acquired EntityCompany and no Acquired Company has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Company’s members or board of managers (or similar body or committee thereof). The stock records and books of account, membership records, minute books and other records of each of the Acquired Entities Company are accurate accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable Legal Requirements.