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.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)
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 stockholders, the board of directors and all committees of the board of directors of the Company since January 1, 2010. The Company is not in material violation of any of its Charter Documents.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)
Charter Documents; Records. The Company has made available to Parent or its Representatives 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 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 since January 1, 20102009. The Company is not in material violation of any of its Charter Documents.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)
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(including all predecessors and subsidiaries). The Company is not in material violation of any of its Charter Documents.
Appears in 1 contract
Samples: Merger Agreement (Viggle Inc.)