Corporate Books. (a) The copies of the Articles of Incorporation of Company, as certified by the Secretary of State of its jurisdiction of incorporation, and of its Bylaws (or of its other comparable organizational documents), as certified by its secretary, which have been delivered to Parent, are true, complete and correct and are in full force and effect as of the date hereof. (b) The stock records of Company fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock. The minute books of Company contain materially complete and accurate records of all meetings held of, and corporate action taken by, the shareholders, the board of directors and each committee of the board of directors of Company. Complete and accurate copies, as of the date hereof, of all such minute books and stock records have been made available to Parent.
Appears in 3 contracts
Samples: Merger Agreement (Fortune Diversified Industries Inc), Merger Agreement (Fortune Diversified Industries Inc), Merger Agreement (Fortune Diversified Industries Inc)
Corporate Books. (a) The copies of the Articles of Incorporation of Company, as certified by the Secretary of State of its jurisdiction of incorporation, and of its Bylaws (or of its other comparable organizational documents), as certified by its secretary, which have been delivered to ParentBuyer, are true, complete and correct and are in full force and effect as of the date hereof.
(b) The stock records of Company fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock. The minute books of Company contain materially complete and accurate records of all meetings held of, and corporate action taken by, the shareholders, the board of directors and each committee of the board of directors of Company. Complete and accurate copies, as of the date hereof, of all such minute books and stock records have been made available to ParentBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fortune Diversified Industries Inc)
Corporate Books. (a) The copies of the Articles of Incorporation of the Company, as certified by the Secretary of State of its jurisdiction of incorporation, and of its Bylaws By-Laws (or of its other comparable organizational documents), as certified by its secretary, which have been delivered to Parentthe Buyer, are true, complete and correct and are in full force and effect as of the date hereof.
(b) . The stock records of the Company fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock. The minute books of the Company contain materially complete and accurate records of all meetings held of, and corporate action taken by, the shareholders, the board of directors and each committee of the board of directors of the Company. Complete and accurate copies, as of the date hereof, of all such minute books and stock records have been made available to Parentthe Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fortune Diversified Industries Inc)
Corporate Books. (a) The copies of the Articles of Incorporation of Company, as certified by the Secretary of State of its jurisdiction of incorporation, and of its Bylaws (or of its other comparable organizational documents), as certified by its secretary, which have been delivered to ParentBuyer, are true, complete and correct and are in full force and effect as of the date hereof.
(b) The stock records of Company fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock. The minute books of Company contain materially complete and accurate records of all meetings held of, and corporate action taken by, the shareholders, the board of directors and each committee of the board of directors of Company. Complete and accurate copies, as of the date hereof, of all such minute books and stock records have been made available to ParentBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fortune Diversified Industries Inc)