Common use of Charter Documents; Records Clause in Contracts

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. The Company has made available to Parent accurate and complete copies of: (a) the certificate Articles of incorporation Incorporation and bylawsbylaws (or equivalent governing documents), including all amendments thereto, of each of the Company Acquired Companies (the “Charter Documents”); and (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 membersshareholders, 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 each of the board Acquired Companies since January 1, 2011, except for such portions of the minutes of the boards of directors or committees of the boards of directors of the Acquired Companies that relate to the consideration by such directors of the transactions contemplated hereby (or including the Merger) and other similar body) and stockholders of the Companystrategic transactions. 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)Acquired Companies. The books of account, stock records, minute books and other records of each of the Company Acquired Companies are accurate, up-to-date accurate and complete in all material respects, and have been maintained in accordance with prudent business practices and all applicable Legal RequirementsRequirements in all material respects. There are no outstanding powers of attorney executed by or on behalf of any Acquired Company (except, in the case of a Subsidiary, in favor of the Company).

Charter Documents; Records. The Company has made available to Parent the Purchaser accurate and complete copies of: (a) the certificate of incorporation and bylawsbylaws or equivalent governing documents, including all amendments thereto, of each of the Company Acquired Companies (the “Charter Documents”); (b) the stock or share records of the Company; and (c) the 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 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 CompanyAcquired Companies since January 1, 2003, if any, which minutes or other records contain a complete summary of all meetings of directors, stockholders shareholders and members, and all actions members at which any formal action was taken thereat or approved by vote or written consent, since January 1, 2003. All actions taken and all transactions entered into by each of the Company Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders shareholders of each of the CompanyAcquired Companies. There has been no violation of any of the provisions of the Charter Documents of any of the CompanyAcquired Companies, and the no Acquired Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholderssuch Acquired Company’s shareholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body)directors. The stock records and minute books of account, stock records, minute books and other records each of the Company Acquired Companies 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. The Company has made available delivered to Parent 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 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 CompanyCompany since January 1, 2006, 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 January 1, 2006. All actions taken and all transactions entered into by the Company requiring approval under applicable Legal Requirements, Contracts or Charter Documents 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 the Company’s stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body)directors. 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. The Company Blocker has made available Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate Charter Documents of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”)each Blocker Entity; (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 managers (or other similar body) and all committees of the board of directors managers (or other similar body) of the Companyeach Blocker Entity, 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; and (c) the statutory registers and records of each Blocker Entity. All actions taken and all transactions entered into by the Company each Blocker Entity have been duly approved by all necessary action of the board of directors managers (or other similar bodybody or committee thereof) and stockholders members or shareholders of such Blocker Entity (as the Companycase may be). There has been no violation of any of the provisions of the Charter Documents of the Company, any Blocker Entity and the Company no Blocker Entity has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, such Blocker Entity’s members or shareholders or board of directors managers (or other similar body) body or any committee of the board of directors (or other similar bodythereof). The books of account, stock membership records, minute books and other records of the Company each Blocker Entity 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. The Company has made available delivered to Parent accurate the Purchaser correct and complete copies of: (a) the its certificate of incorporation and bylaws, or equivalent governing documents, including all amendments thereto, of the Company thereto (the “Charter Documents”); and (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 memberssimilar stakeholders), the board of directors (or other similar governing body) and all committees of the board of directors (or other similar body) of the CompanyCompany since its formation, which minutes or other records contain a complete summary of (i) all meetings of directors, stockholders stockholders, and members, and all actions taken thereat or by written consent, since October 18, 2011 and (ii) all material meetings of directors, stockholders, and members, and all material actions taken thereat or by written consent, prior to October 18, 2011. 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 governing body) and stockholders of the Company. There has been no violation of any of the provisions of the Charter Documents of the CompanyDocuments, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its the Company’s stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body)directors. 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. The Company has made available delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylawsbylaws or similar organizational documents, including all amendments thereto, of the Company and each of its Subsidiaries (the “Charter Documents”); and (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 CompanyCompany and each of its Subsidiaries since January 1, 2007, 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 January 1, 2007. All actions taken and all transactions entered into by the Company and each of its Subsidiaries have been duly approved by all necessary action of the its board of directors (or other similar body) and stockholders of the Companystockholders, as applicable. There has been no violation of any of the provisions of any of the Charter Documents of the CompanyDocuments, and neither the Company nor any of its Subsidiaries has not taken any action that is inconsistent in any material respect with any resolution adopted by its the Company’s or such Subsidiary’s stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body)directors. The books of account, stock records, minute books and other records of the Company and each of its Subsidiaries 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. The Company has made available Made Available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylawsbylaws or similar organizational documents, including all amendments thereto, of the Company (the “Charter Documents”); and (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 CompanyCompany since April 1, 2009, 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 April 1, 2009. All actions taken and all transactions entered into by the Company have been duly approved by all necessary action of the its board of directors (or other similar body) and stockholders of the Companystockholders, as applicable. There has been no material violation of any of the provisions of any of the Charter Documents of the CompanyDocuments, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its the Company’s stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body)directors. 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 all material respects in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. The Company has made available delivered to Parent Purchaser accurate and complete copies of: (a) the certificate articles of incorporation and bylaws, including all amendments thereto, by-laws (the "Charter Documents") each in full force and effect on the date hereof and a copy of the Company Shareholders Agreement (which agreement is no longer in force at the “Charter Documents”date hereof); (b) the stock or share records of the Company; and (cb) the minutes and other records of the meetings and other proceedings (including any of the Company's shareholders and the board of directors of the Company since incorporation, and all actions taken by written consent or otherwise without a meeting) of the stockholders or membersresolution, the board of directors (or other similar body) and all committees since incorporation. There is currently no duly constituted committee of the board of directors (or other similar body) of the Company, which minutes or other records contain and there has never been such a complete summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consentcommittee constituted. 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 shareholders 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 (i) any resolution adopted by its stockholders, the Company's shareholders or board of directors prior to the Closing Date or (or other similar bodyii) or any committee of unanimous shareholders agreement in effect from time to time including, without limitation, the board of directors (or other similar body)Shareholders Agreement. The books of account, stock records, minute books and other records of the Company are materially accurate, up-to-date and complete in all material respectsdate, complete, and have been maintained in accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. The Company has made available Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate Charter Documents of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”)each Acquired Company; (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 managers (or other similar body) and all committees of the board of directors managers (or other similar body) of the each Acquired Company, 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; and (c) the statutory registers and records of each Acquired Company. All actions taken and all transactions entered into by the each Acquired Company have been duly approved by all necessary action of the board of directors managers (or other similar bodybody or committee thereof) and stockholders members of such Acquired Company (as the Companycase may be). There has been no violation of any of the provisions of the Charter Documents of the Company, any Acquired Company and the no Acquired Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, such Acquired Company’s members or board of directors managers (or other similar body) body or any committee of the board of directors (or other similar bodythereof). The books of account, stock membership records, minute books and other records of the each Acquired 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.