Common use of Charter Documents; Records Clause in Contracts

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. The Designated Sellers have Company has Made Available to Purchaser accurate and complete copies of: (a) the constitution of the Companyconstitution, including its memorandum articles of association, articles of association and resolutions and agreements affecting its constitution as described in Section 29 of the Companies Xxx 0000; bylaws and/or other applicable organizational documents (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”), including all amendments thereto, of each Acquired Company; (b) the share registers or register of membership interests of each Acquired Company; (c) all agreements between or among any Acquired Company, any owner of any equity interest or voting right in any Acquired Company and/or any other third party that relates to the holding of any equity interest or voting right in any Acquired Company; and (cd) 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) or executive managers (as the case may be) and all committees of the board of directors (or other similar body) of each Acquired Company since January April 1, 20092015, which minutes or other records contain a materially complete summary of all meetings of directors, shareholders and membersexecutive managers or shareholders, and all actions taken thereat at such meetings 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 (or other similar body), executive managers or shareholders of such Acquired Company, Company (as applicablethe case may be). There has been no violation of any of the provisions of the Charter Documents, Documents of any Acquired Company and no Acquired Company has taken any action that is inconsistent in any material respect with any resolution adopted by their respective such Acquired Company’s shareholders, boards board of directors (or any committee of their boards of directorssimilar body) or executive managers (as the case may be). The books of account, stock recordsshare records or records of membership interests, 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 accordance with prudent business practices and all applicable Legal Requirements.

Charter Documents; Records. The Designated Sellers Articles of Incorporation and Bylaws of the Company have Made Available been duly adopted by all necessary corporate action and procedures on the part of the Company and in accordance with all applicable laws. True, complete and correct copies of the Articles of Incorporation and Bylaws of the Company, including all amendments thereto, currently in effect (the “Charter Documents”) have been made available to Purchaser and are attached to this Agreement as Exhibit F and Exhibit G, respectively. The Company has made available to Purchaser accurate and complete copies of: of (a1) the constitution capital stock records 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 (c2) 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 membersof the Company, the board of directors of the Company and all committees of the board of directors of the Company, in 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 consentcase, since January 1, 2009. All actions taken its inception and (3) 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 material documents provided to members of the board of directors and such committees in connection with meetings thereof since January 1, 2010 excluding materials related to financing and merger scenarios with third parties. There have been no formal meetings or other proceedings of the shareholders of such Acquired the Company, as applicablethe 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. There has not been no any violation of any of the provisions of the Charter DocumentsCompany’s Articles of Incorporation or Bylaws, and no Acquired nor has the Company has taken any action that is inconsistent in any material respect with any resolution adopted by their respective its shareholders, boards its board of directors or any committee of their boards of directorsthereof. The books of account, capital stock recordsledger, minute books and other records of each Acquired the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with applicable law.