Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiary.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to the Buyer.
Appears in 3 contracts
Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Shanghai Century Acquisition Corp), Stock Purchase Agreement (Ugods, Inc.)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees the shareholders of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company have been made available by the Company for inspection by the Purchaser. At the Closing, all of those books and each Subsidiaryrecords will be in the possession of the Company.
Appears in 2 contracts
Samples: Acquisition Agreement (Capco Energy Inc), Stock Purchase Agreement (Capco Energy Inc)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the Subsidiaries, except that minutes for the meetings listed in Section 3.04 of the Disclosure Schedule have not yet been finalized and are not contained in the minute books. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of have been made available by the Company and each Subsidiaryto the Investor.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (Bank of Nova Scotia /)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiarySubsidiary have been provided by Xxxxxxxxx to the Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Industrial Acoustics Co Inc), Stock Purchase Agreement (Industrial Acoustics Co Inc)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiarySubsidiary have been provided by the Sellers to the Purchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Consoltex Inc/ Ca), Stock Purchase Agreement (Be Aerospace Inc)
Corporate Books and Records. The In all material respects, --------------------------- the minute books of the Company and the Company Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Company Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiaryCompany Subsidiary have been made available by the Company to the Purchaser.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pogo Producing Co), Merger Agreement (Pogo Producing Co)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other corporate actions and decisions taken or subsequently ratified by the stockholdersshareholders, the Boards board of Directors and all committees of the Boards of Directors directors of the Company and the Subsidiariesin all material respects. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to Purchaser or Parent.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Silicon Motion Technology CORP)
Corporate Books and Records. The minute books of the Company and the Company Subsidiaries that are corporations contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Company Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiaryCompany Subsidiary have been made available by the Company to Parent.
Appears in 2 contracts
Samples: Merger Agreement (Texoil Inc /Nv/), Merger Agreement (Ocean Energy Inc /Tx/)
Corporate Books and Records. The minute books of the Company and the Subsidiaries Representor contain accurate records of all meetings and accurately reflect all material other corporate actions and decisions taken or subsequently ratified by the stockholdersCompany Representor’s members, the Boards board of Directors and all committees of the Boards of Directors directors of the Company and the SubsidiariesRepresentor in all material respects. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of equity interests of the Company and each SubsidiaryRepresentor have been provided by the Company Representor to Purchaser or Parent.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Silicon Motion Technology CORP)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersBoard of Directors, the Boards of Directors and all committees of the Boards Board of Directors and the shareholders of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company have been made available by the Company for inspection by the Purchaser. At the Closing, all of those books and each Subsidiaryrecords will be in the possession of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Giant Industries Inc), Acquisition Agreement (Meteor Industries Inc)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Board and the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete True and accurate copies of all such minute books and of the stock register of the Company and each Subsidiarythe Subsidiaries have been made available by the Company to Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sequenom Inc), Securities Purchase Agreement (Sequenom Inc)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following To the date hereofextent requested, the Company will make available to the Purchaser complete true and accurate copies of all such minute books and of the stock register of the Company and each SubsidiarySubsidiary have been provided by the Company to Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Acquired Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Acquired Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiaryAcquired Subsidiary have been provided by the Seller to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records in all material respects of all board of directors and shareholder meetings of the Company and accurately reflect in all material respects all other actions taken by the stockholdersshareholders, the Boards boards of Directors directors and all committees of the Boards boards of Directors directors of the Company and the Subsidiariesat such meetings. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been made available by Sellers to Foodbrands.
Appears in 1 contract
Corporate Books and Records. The minute books of the --------------------------- Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Sellers to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersBoard of Directors, the Boards of Directors and all committees of the Boards Board of Directors and the Shareholder of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company have been made available by the Company for inspection by the Purchaser. At the Closing, all of those books and each Subsidiaryrecords will be in the possession of the Company.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to the Purchasers.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries Corporation contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCorporation. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiaryCorporation have been provided by Sellers to Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Health Sciences Inc)
Corporate Books and Records. The minute books of the Company, the Company Subsidiaries and the Subsidiaries Related Entities contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereofCompany, the Company will make available to Subsidiaries and the Purchaser complete Related Entities. Complete and accurate copies of all such minute books and of the stock register or the equivalent thereof of the Company, each Company Subsidiary and each Subsidiarythe Related Entities have been provided, or will be provided by the Closing, by the Company to the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Sina Com)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Seller to the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (QRS Corp)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available except to the Purchaser extent that any inaccuracy would not reasonably be expected to cause, in the aggregate, a Company Material Adverse Effect. Access to or complete and accurate copies of all such minute books and of the stock register shareholder list of the Company and each SubsidiarySubsidiary have been provided by the Company to the Purchaser or its advisors.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Sellers to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, shareholders and the Boards of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and have been provided by the Company to each SubsidiaryPurchaser.
Appears in 1 contract
Samples: Stock Subscription and Purchase Agreement (China Medical Technologies, Inc.)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records records, in all material respects, of all board and shareholder meetings and accurately reflect reflect, in all material respects, all other actions taken by the stockholdersshareholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiariessuch entity. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete and accurate copies of all such minute books and of the stock The share register of the Company and each Subsidiarythe Subsidiaries completely and accurately set forth the information required to be included therein.
Appears in 1 contract
Samples: Share Purchase Agreement (Comverse Technology Inc/Ny/)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Sellers to the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lincoln Educational Services Corp)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain contain, in all material respects, accurate records of all meetings and accurately reflect reflect, in all material respects, all other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser True and complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiarySubsidiary have been made available by the Sellers to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards boards of Directors directors and all committees of the Boards boards of Directors directors of the Company, including, without limitation, records of all meetings and other resolutions by the shareholders or boards of directors in connection with the registered capital of the Company and loans to or loan guarantees for the SubsidiariesShareholders. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all other material actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies originals of all such minute books and of the stock register of the Company and each Subsidiaryhave been or will be provided by the Seller to the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Crum & Forster Holdings Corp)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Seller to the Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Capital Corp /De/)
Corporate Books and Records. The corporate minute books of the Company and the Subsidiaries contain contain, in all material respects, accurate records of all meetings and accurately reflect reflect, in all material respects, all other actions taken by the stockholders, the Boards board of Directors directors and all committees of the Boards board of Directors directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to Parent.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been made available to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken or subsequently ratified by the stockholders, the Boards boards of Directors directors and all committees of the Boards boards of Directors directors of the Company and the Subsidiariesin all material respects. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholdersshareholders, the Boards Board of Directors and all committees of the Boards Board of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to Parent.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the its Subsidiaries contain accurate records of all meetings and accurately reflect all material actions taken by the stockholders, the Boards boards of Directors directors and all committees of the Boards boards of Directors directors of the Company and the its Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete and accurate copies of all such All minute books and of the stock register registers of the Company and each Subsidiaryits Subsidiaries have been provided by the Company to Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesSubsidiaries in the last five (5) years. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each SubsidiarySubsidiary have been provided to Parent.
Appears in 1 contract
Samples: Merger Agreement (Zila Inc)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all Board of Director and stockholder meetings and accurately reflect all material other actions taken by the stockholders, the Boards Board of Directors and all committees of the Boards of Directors of the Company and the Subsidiariesthereof. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Company to the Investor.
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material other corporate actions and decisions taken or subsequently ratified by the stockholders, shareholders and the Boards board of Directors and all committees directors of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock share register of the Company and each Subsidiary.have been provided by the Company to Purchaser
Appears in 1 contract
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all material actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCompany. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiaryhave been provided by the Seller to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The In all material respects, the minute books of the Company and the Subsidiaries Company Subsidiary contain accurate records of all meetings and accurately reflect all material other actions taken by the stockholders, the Boards of Directors and all committees of the Boards of Directors of the Company and the SubsidiariesCompany Subsidiary. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register of the Company and each Subsidiarythe Company Subsidiary have been made available by the Company to the Purchaser.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/)
Corporate Books and Records. The minute books of the Company and the Subsidiaries contain materially accurate records of all meetings and accurately reflect all material actions taken by the stockholders, the Boards boards of Directors directors and all committees of the Boards boards of Directors directors of the Company and the Subsidiaries. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock register (or the Company Register which includes the registers and journals of the Company maintained pursuant to the Corporations Law, howsoever described) of the Company and each SubsidiarySubsidiary have been made available by the Sellers to the Purchaser.
Appears in 1 contract
Corporate Books and Records. The minute books of the each Company and the Subsidiaries contain accurate records of all meetings and accurately reflect all other material actions taken by the stockholdersshareholders, the Boards of Directors statutory auditors, internal control committee pursuant to Law 231/2001 (organisimo di vigilanza) and all committees of the Boards of Directors of the Company and the Subsidiarieseach Company. Within ten (10) Business Days following the date hereof, the Company will make available to the Purchaser complete Complete and accurate copies of all such minute books and of the stock share register of each Company have been provided by the Company and each SubsidiarySellers to the Purchaser.
Appears in 1 contract