Corporate Instruments and Records. The copies of the Buyer's certificate of incorporation and bylaws, each certified by the Secretary of the Buyer and heretofore furnished to Shareholders, are true, correct and complete and each include all amendments to the date hereof. The Buyer's minute books, as made available to Shareholders, contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof.
Corporate Instruments and Records. 6 3.3 Capitalization.......................................................................................6 3.4
Corporate Instruments and Records. The copies of the articles of incorporation and bylaws of the Company , attached hereto at Schedule 3.2, certified by the Secretary of the Company and heretofore furnished to Purchaser, are true, correct and complete and each include all amendments to the date hereof. The minute books of the Company, as made available to the Purchaser, contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof. The stock certificate books and ledgers of the Company, as made available to the Purchaser for inspection, are true, correct and complete, and accurately reflect, at the date hereof, the ownership of the outstanding capital stock of the Company by the Shareholders.
Corporate Instruments and Records. The copies of the Company's Articles of Organization and By-Laws heretofore furnished to inTEST are true, correct and complete and each include all amendments to the date of this Agreement. Copies of the Company's minute books, as made available to inTEST, contain a true and correct record of all material corporate action taken on or prior to the date of this Agreement at the meetings of the Company's shareholders and directors and committees thereof, and no meetings of any shareholders, directors or committees have been held for which minutes have not been prepared and are not contained in such minute books. Copies of the stock certificate books and ledgers of the Company, as made available to inTEST for inspection, are true, correct and complete copies of such books and ledgers, as currently in effect, and accurately reflect, as of the date hereof, the ownership of the Company Common Stock. The books of account, minute books, stock record books and other records of the Company, copies of all of which have been made available to inTEST, are complete and correct in all material respects and have been maintained in accordance with reasonably sound business practices. On the Closing Date, all of the Company's minute books and corporate records will be in the possession of the Company.
Corporate Instruments and Records. The copies of the Seller's Articles of Incorporation and Code of Regulations, each certified by the Secretary of the Seller and heretofore furnished to Buyer, are true, correct and complete and each include all amendments to the date hereof. The Seller's minute books, as made available to Buyer, contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof. The stock certificate books and ledgers of the Seller are true, correct and complete, and accurately reflect, at the date hereof, the ownership of the outstanding capital stock of the Seller by the Shareholders.
Corporate Instruments and Records. 25 4.3 Authorization; Valid and Binding Obligation....................... 25 4.4 Litigation; Orders................................................ 26
Corporate Instruments and Records. The copies of the Purchaser's certificate of incorporation and bylaws, each certified by the Secretary of the Purchaser and heretofore furnished to Stonepath, are true, correct and complete and each include all amendments to the date hereof. The Purchaser's minute books, as made available to Stonepath, contain true, complete and correct records of all corporate action taken on or prior to the date hereof at the meetings of their respective shareholders and directors and committees of the board or by written consent.
Corporate Instruments and Records. The copies of the Company's certificate of incorporation and bylaws, each certified by the Secretary of the Company and heretofore furnished to Buyer, are true, correct and complete and each include all amendments to the date hereof. The Company's minute books, as made available to Buyer, contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof. The stock certificate books and ledgers of the Company, as made available to Buyer for inspection, are true, correct and complete, and accurately reflect, at the date hereof, the ownership of the outstanding capital stock of the Company by the Shareholder.
Corporate Instruments and Records. All accounts, books, ledgers and other records material to the business of USDT of whatsoever kind have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected thereon, and they give and reflect a true and fair view of the financial position of USDT. The copy of USDT's articles of organization certified by the Secretary of State of the State of Illinois, and of its by-laws certified by its Secretary, furnished to Buyer, are correct and complete and each reflects all amendments made through the date of this Agreement. USDT's books, stock certificate books and stock ledgers as made available to Buyer for inspection, were correct and complete as of the date of such inspection and no further entries have been made in any of same through the date of this Agreement, and each contains the true signatures of the persons purporting to have signed them. All material corporate actions taken by USDT since its incorporation have been duly authorized or ratified by all appropriate action. There have been no material corporate actions which, consistent with customary corporate practice, should be but have not been reflected in the corporate minutes books and stock transfer records of USDT delivered or made available to Buyer prior to the Closing.
Corporate Instruments and Records. The copies of the certificate of incorporation and bylaws of each of Osage and Sub, each certified by the Secretary of Osage or Sub, as applicable, and heretofore furnished to Seller and Shareholders, are true, correct and complete and each include all amendments to the date hereof. The minute books of Osage and Sub contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof.
