Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Primix), Merger Agreement (C P Clare Corp), Stock Purchase Agreement (Marketing Specialists Corp)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders stockholders, Board and board of directors and committeescommittees thereof. The copies of the corporate records of the Company, as made available to Buyer the Purchasers for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel the Purchasers true and correct copies of all documents referred to in this Section 3.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 2 contracts
Samples: Series B Stock Purchase Agreement (Optimark Technologies Inc), Stock Purchase Agreement (Optimark Technologies Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its respective stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer the Investors for reviewreview prior to the date hereof, are true and complete copies of the originals of such documents. The Company has made available for inspection by the Investors and copying by Buyer and its their counsel true and correct copies of all documents referred to in this Section 2.26 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Teletrac Inc /De), Stock Purchase Agreement (Teletrac Holdings Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its respective stockholders or members and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for reviewapplicable, are and true and complete copies of the originals of such documentsdocuments have been made available to AMG for review. The Company has and the Stockholders have made available for inspection and copying by Buyer AMG and its counsel true and correct copies of all documents referred to in this Section Agreement or in the Schedules delivered to Buyer pursuant to this AgreementAMG in connection herewith.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Affiliated Managers Group Inc), Agreement and Plan of Reorganization (Affiliated Managers Group Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company and each of its Subsidiaries accurately record all corporate action taken by its their respective stockholders and board of directors and committees. The copies of the corporate records of the CompanyCompany and each of its Subsidiaries, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marketing Specialists Corp), Stock Purchase Agreement (Marketing Specialists Corp)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records each of the Company, as made available to Buyer for reviewits Subsidiaries and the Seller accurately record all material actions taken by the Company, are true its Subsidiaries and the Seller, respectively, and each of their respective boards of managers or comparable bodies and any committees thereof in connection with the Business, and complete copies of the originals of such documents. The Company has records since January 1, 2007, have been made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this AgreementPurchaser.
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Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders stockholder and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer the Series B Outside Investors for review, are true and complete copies of the originals of such documents. The Company has made available for inspection by the Investor and copying by Buyer and its their counsel true and correct copies of all documents referred to in this Section 2.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and stockholders, board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer AB for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer AB and its counsel true and correct copies of all documents referred to in this Section or in the Schedules SCHEDULES delivered to Buyer AB pursuant to this Agreement.
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Corporate Records; Copies of Documents. The corporate record books of the Company and the Subsidiaries accurately record all corporate action taken by its their respective stockholders and board of directors and committees. The copies of the corporate records and stock records of the CompanyCompany and the Subsidiaries, as made available delivered to Buyer Purchaser for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer to Purchaser and its counsel true and correct copies of all documents referred to in this Section or in the Schedules Disclosure Letter delivered to Buyer Purchaser pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Tsi Inc /Mn/)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders stockholder and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer the Investors for review, are true and complete copies of the originals of such documents. The Company has made available for inspection by the Investor and copying by Buyer and its their counsel true and correct copies of all documents referred to in this Section 2.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
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Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer Zoll for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer Zoll and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer Zoll pursuant to this Agreement.
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Corporate Records; Copies of Documents. The corporate record books of the Company and each of its Subsidiaries accurately record all corporate action taken by its their respective stockholders and board of directors and committees. The copies of the corporate records of the CompanyCompany and each of its Subsidiaries, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.available
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Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders the Members in their own capacities and board on behalf of directors and committeesthe Company. The copies of the corporate records of the Company, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Zoll Medical Corporation)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its the stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for review, are true and complete copies of the originals of such those documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (QPQ Corp)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders respective shareholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer Parent for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer Parent and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer Parent pursuant to this Agreement.
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Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available Company has been provided to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Primix)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available provided to Buyer Webhire for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer Webhire and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer Webhire pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Webhire Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records each of the Company, as made available to Buyer for reviewits Affiliates and the Trading Advisor accurately record all material actions taken by the Company, are its Affiliates and the Trading Advisor, respectively, and each of their respective boards of managers or comparable bodies and any committees thereof in connection with the Business, and true and complete copies of the originals of such documents. The Company has documents since January 1, 2006, have been made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this AgreementPurchaser.
Appears in 1 contract
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its their respective stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Marketing Specialists Corp)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors stockholders, Board and committees. The copies of the corporate records of the Company, as made available to Buyer the Investors for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel the Investors true and correct copies of all documents referred to in this Section 3.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Optimark Technologies Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for reviewapplicable, are and true and complete copies of the originals of such documentsdocuments have been made available to Parent for review. The Company has Parties have made available for inspection and copying by Buyer to Parent and its counsel true and correct copies of all documents referred to in this Section Agreement or in the Schedules delivered to Buyer pursuant to this AgreementParent in connection herewith.
Appears in 1 contract
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for reviewapplicable, are and true and complete copies of the originals of such documentsdocuments have been made available to the Buyer for review. The Company has and the Stockholders have made available for inspection and copying by the Buyer and its counsel true and correct copies of all documents referred to in this Section Agreement or in the Schedules delivered to the Buyer pursuant to this Agreementin connection herewith.
Appears in 1 contract
Samples: Asset Purchase Agreement (Boston Private Financial Holdings Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders Company's Board of Directors, and board committees of directors and committeesCompany's Board of Directors, which are required to be recorded by applicable Law. The copies of the corporate records of the Company, as made available to Buyer Parent for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel Parent true and correct copies of all documents referred to in this Section 4.25 or in the Schedules delivered to Buyer pursuant attached to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Information Solutions Inc)
Corporate Records; Copies of Documents. The corporate record books of the Company and each of its Subsidiaries accurately record all corporate action taken by its their respective stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Corporate Records; Copies of Documents. The corporate record books -------------------------------------- of the Company accurately record all corporate action taken by its respective stockholders and board of directors and committees. The copies of the corporate records of the Company, as made available to Buyer the Investors for review, are true and complete copies of the originals of such documents. The Company has made available for inspection by the Investors and copying by Buyer and its their counsel true and correct copies of all documents referred to in this Section 2.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Corporate Records; Copies of Documents. The corporate record books of the Company and its Subsidiaries accurately record all corporate action taken by its their respective stockholders and board boards of directors and committees. The copies of the corporate records of the CompanyCompany and each of its Subsidiaries, as made available to Buyer the Purchasers for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel true and correct copies of all documents referred to in this Section or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Moldflow Corp)
Corporate Records; Copies of Documents. The corporate record books of the Company accurately record all corporate action taken by its stockholders stockholders, Board and board of directors and committeescommittees thereof. The copies of the corporate records of the Company, as made available to Buyer the Purchaser for review, are true and complete copies of the originals of such documents. The Company has made available for inspection and copying by Buyer and its counsel the Purchaser true and correct copies of all documents referred to in this Section 3.24 or in the Schedules delivered to Buyer pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Optimark Technologies Inc)