Corporate Documents, Books and Records. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws of the Company and its Subsidiaries. The minute books of the Company and each of its Subsidiaries contain complete and accurate records in all material respects of all meetings and other corporate actions of their respective shareholders and Board of Directors (including committees of the Board of Directors). The stock transfer records of the Company and each of its Subsidiaries are, to the knowledge of the Company, complete and accurate in all material respects.
Corporate Documents, Books and Records. The Charter Documents and all other constitutional documents (or analogous constitutional documents) of each Group Company are in the form provided to the Investors. Each Group Company has been in compliance with its constitutional documents (or analogous constitutional documents) in all material respects, and none of the Group Companies has materially violated or breached any of their respective constitutional documents (or analogous constitutional documents). The copy of the minute books of the Company provided to the Investors contains minutes of all meetings of directors and shareholders and all actions by written consent without a meeting by the directors and shareholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and shareholders with respect to all transactions referred to in such minutes. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its financial statements to be prepared in accordance with the applicable Accounting Standards. None of the books of account or records of any Group Company contains any falsified entries. The register of members and directors (or any document to similar effect) of each Group Company is correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. Except as set forth in the Private Placement Memorandum, all documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated or established have been properly made up and filed.
Corporate Documents, Books and Records. The minute books of the Company contain complete and accurate records of all meetings and consents in lieu of meetings of the Board (and its committees) and stockholders of the Company since incorporation. The books and records of the Company accurately reflect the transactions to which the Company is a party or by which its properties are subject or bound, and such books and records have been properly kept and maintained in all material respects.
Corporate Documents, Books and Records. The minute books of KHC contain complete and accurate records of all meetings and consents in lieu of meetings of the Board (and its committees) and stockholders of KHC since incorporation. The books and records of KHC accurately reflect the transactions to which KHC is a party or by which its properties are subject or bound, books and records have been property kept and maintained in all material respects, and complete and accurate copies thereof have been previously delivered to Company Shareholders.
Corporate Documents, Books and Records. The books, records and accounts of the Company and its Subsidiaries, including all minute-books of the Company and its Subsidiaries, reflect in all material respects, the actions, meetings, transactions and the assets and liabilities of the Company and its Subsidiaries. The Company and each of its Subsidiaries have not engaged in any material transaction with respect to their respective businesses, maintained any bank account for their respective businesses, or used any of the funds of the Company or any of its Subsidiaries in the conduct of their respective businesses, except for transactions, bank accounts and funds which have been and are reflected in the books and records of the Company and each of its Subsidiaries.
Corporate Documents, Books and Records. Complete and correct copies of the Charter and by-laws (or similar organization documents), and of all amendments thereto, of the Company and each Subsidiary have been made available to counsel for the Purchasers. The minute books of the Company and each material Subsidiary contain complete and accurate records of all meetings and consents in lieu of meetings of the board of directors (and its committees), or body performing a similar function and holders of its Capital Securities since its date of incorporation or formation.
Corporate Documents, Books and Records. Each of (i) the Articles of Incorporation and bylaws of the Company, attached hereto as Exhibit A and Exhibit B, respectively, including all amendments thereto; (ii) the minute books of the Company; and (iii) the stock transfer book of the Company, are true, correct and complete in all material respects.
Corporate Documents, Books and Records. The books, records and accounts of Accentia accurately and fairly reflect in all material respects the transactions and the assets and liabilities of Accentia. Accentia has not engaged in any transaction with respect to the Accentia business, maintained any bank account for the Accentia business, or used any of the funds of Accentia in the conduct of the Accentia business, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Accentia.
Corporate Documents, Books and Records. Complete and correct copies of the certificate or articles of incorporation and by-laws, and of all amendments thereto, of EXTECH and each of its subsidiaries have been made available for review by the Subscriber, and no changes in said documents will be made on or before the Closing Date other than as contemplated hereby or by the DCAP Agreement or as disclosed to, and concurred to in writing by Subscriber. The minute books of EXTECH and each of its subsidiaries contain accurate records of all meetings and consents in lieu of meetings of the Board (and its committees) and shareholders of each corporation since incorporation. Except as reflected in such minute books or as set forth on Schedule 4.24 hereto, there are no minutes of meetings or consents in lieu of meetings of the Board (or its committees) or of the shareholders of EXTECH or any of its subsidiaries. The books and records of EXTECH and each of its subsidiaries accurately reflect the transactions to which EXTECH and each of its subsidiaries is a party or by which its properties are subject or bound, and such books and records have been properly kept and maintained in all material respects.
Corporate Documents, Books and Records. The books, records and accounts of RadioMetrix accurately and fairly reflect in all material respects the transactions and the assets and liabilities of RadioMetrix. RadioMetrix has not engaged in any transaction or used any funds of RadioMetrix except for transactions and funds that have been and are reflected in the normally maintained books and records of RadioMetrix.
