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 as in effect on the date hereof (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 and all committees of the board of directors of the Company during the last five (5) years, which minutes or other records contain a complete summary of all meetings of directors and stockholders, and all actions taken thereat or by written consent during the last five (5) years. All actions taken and all transactions entered into by the Company that were required to have been approved by the board of directors of the Company have been duly approved by all necessary action of the board of directors of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the Company. There has been no material violation of any of the provisions of the Charter Documents, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s stockholders, board of directors or any committee of the board of 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 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 as in effect on the date hereof Acquired Companies (the “Charter Documents”); and (b) 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 and all committees of the board of directors of each of the Company during the last five (5) yearsAcquired Companies since January 1, 2003, if any, which minutes or other records contain a complete summary of all meetings of directors directors, shareholders and stockholdersmembers at which any formal action was taken or approved by vote or written consent, and all actions taken thereat or by written consent during the last five (5) yearssince January 1, 2003. All actions taken and all transactions entered into by the Company that were required to have been approved by the board of directors each of the Company Acquired Companies have been duly approved by all necessary action of the board of directors and shareholders of each of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the CompanyAcquired Companies. There has been no material violation of any of the provisions of the Charter DocumentsDocuments of any of the Acquired Companies, and the no Acquired Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the such Acquired Company’s stockholdersshareholders, board of directors or any committee of the board of 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 Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company as in effect on the date hereof (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 shareholders or members, the board of directors and all committees (or similar body) of the board of directors of the Company during the last five (5) yearseach Acquired Company, which minutes or other records contain a complete summary of all meetings of the board of directors (or similar body) and stockholdersshareholders, and all actions taken thereat or by written consent during the last five (5) yearsconsent. All actions taken and all transactions entered into by each Acquired Company which required the Company that were required to have been approved by the approval or consent of its board of directors of the Company or shareholders have been duly approved by all necessary action of the board of directors and shareholders of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the such Acquired Company. There has been no material violation of any of the provisions of the Charter Documents, and the no Acquired Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the such Acquired Company’s stockholders, shareholders or board of directors (or any committee of the board of directorssimilar body). The books of account, stock share 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 all material respects in accordance with prudent business practices and all applicable Legal Requirements. 4.3.

Charter Documents; Records. The Company has made available Made Available to Parent Purchaser accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company as in effect on the date hereof (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 shareholders or members, the board of directors and all committees (or similar body) of the board of directors of the Company during the last five (5) yearseach Acquired Company, which minutes or other records contain a complete summary of all meetings of the board of directors (or similar body) and stockholdersshareholders, and all actions taken thereat or by written consent during the last five (5) yearsconsent. All actions taken and all transactions entered into by each Acquired Company which required the Company that were required to have been approved by the approval or consent of its board of directors of the Company or shareholders have been duly approved by all necessary action of the board of directors and shareholders of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the such Acquired Company. There has been no material violation of any of the provisions of the Charter Documents, and the no Acquired Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the such Acquired Company’s stockholders, shareholders or board of directors (or any committee of the board of directorssimilar body). The books of account, stock share 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 all material respects 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 as in effect on the date hereof (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 and all committees of the board of directors of the Company during the last five (5) yearssince April 1, 2009, which minutes or other records contain a complete summary of all meetings of directors directors, stockholders and stockholdersmembers, and all actions taken thereat or by written consent during the last five (5) yearsconsent, since April 1, 2009. All actions taken and all transactions entered into by the Company that were required to have been approved by the board of directors of the Company have been duly approved by all necessary action of the its board of directors of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the Companystockholders, as applicable. There has been no material violation of any of the provisions of any of the Charter Documents, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s stockholders, board of directors or any committee of the board of 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.