Minute Books and Corporate Records. Other than minutes that are being prepared in the ordinary course or in connection with the transactions contemplated herein, the minute books and corporate records of the Company and its Material Subsidiaries are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the Company and its Material Subsidiaries as at the date hereof and at the time of purchase will contain the minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the Company and its Material Subsidiaries.
Minute Books and Corporate Records. The minute books of the Company are true and correct in all material respects and contain the minutes of all meetings and all resolutions of the board of directors, members, managers and shareholders of the Company, except where any deficiencies or irregularities in such minute books would not result in a Material Adverse Change.
Minute Books and Corporate Records. The minute and record books of Silvermex and each of the Silvermex Subsidiaries contain complete and accurate minutes in all material respects of all meetings of, and copies of all resolutions passed by, or consented to in writing by, its directors (and any committees thereof) and shareholders since its incorporation, all such meetings were duly called and held and all such resolutions were duly passed or enacted. The share certificate books, registers of shareholders, registers of transfers, registers of directors, registers of holders of Debt Instruments and other corporate registers of Silvermex and each Silvermex Subsidiary are complete and accurate in all material respects. Other than the Shareholder Rights Plan, neither Silvermex nor any Silvermex Subsidiary is a party to or bound by or subject to any shareholder agreement or unanimous shareholder agreement governing its affairs or the relationships, rights and duties of shareholders and is not subject to a shareholder rights plan or “poison pill” or similar plan.
Minute Books and Corporate Records. The minute books and records of the Company and the Material Subsidiaries made available to counsel for the Agent in connection with its due diligence investigation of the Company and the Material Subsidiaries contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and the Material Subsidiary to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Company or the Material Subsidiaries to the date of this Agreement not reflected in such minute books and other records.
Minute Books and Corporate Records. The minute books of the Company and each of the Subsidiaries that would be a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act have been made available to the Agents and counsel for the Agents, and such books contain all minutes of meetings and all resolutions of the board of directors (including each board committee) and shareholders of such entity (or analogous governing bodies and interest holders, as applicable), since the time of its respective incorporation or organization through the date of the latest meeting or resolution.
Minute Books and Corporate Records. Copies of the minute books and records of the Company and any subsidiaries that have been made available to counsel for the Agents in connection with their due diligence investigation in respect of the offering of Shares hereby constitute all of the minute books and records of such entities and contain copies of all proceedings (or certified copies thereof) in respect of matters of the shareholders (or equivalent), the boards of directors (or equivalent) and all committees of the boards of directors (or equivalent) of the Company and any subsidiaries to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings in respect of matters of the shareholders (or equivalent), board of directors (or equivalent) or any committees of the board of directors (or equivalent) of the Company and any subsidiaries to the date of review of such corporate records and minute books not reflected in such minutes and other records other than those in respect of which no material corporate matter or business was approved or transacted.
Minute Books and Corporate Records. As at the date hereof, the minute books and corporate records of the Company and the Subsidiaries are true and correct and contain all minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the Company and the Subsidiaries (except for the minutes of the meetings that have occurred since January 10, 2011 respect of which the Company hereby confirms that no actions or events at such meetings would have a Material Adverse Effect), and at the Closing Time will contain the minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the Company and the Subsidiaries.
Minute Books and Corporate Records. The minute books and records of the Company and the Material Subsidiaries made available to counsel for BMOCM in connection with its due diligence investigation of the Company for the period from the respective dates of incorporation to the date hereof are true and correct in all material respects and contain all proceedings and all resolutions (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and the Material Subsidiaries as at the date hereof and at the time of purchase will contain the minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the Company and the Material Subsidiaries, other than those being prepared in the ordinary course or in connection with the transactions contemplated herein.
Minute Books and Corporate Records. All of the minute books and corporate records of the Corporation and the Subsidiaries for the period from incorporation to the date hereof that are in the possession or control of the Corporation have been made available to the Agents. For the purposes of this Section, the minutes of meetings and written resolutions of the board of directors, standing and ad hoc committees of the board of directors, and shareholders of the Corporation and the Subsidiaries that have not been made available to the Agents are referred to as the “Subject Records”. To the knowledge of the Corporation, after due inquiry, including inquiry of the chair of the board and the longest tenured director of the board, except for matters which have been previously publicly disclosed, the Subject Records do not evidence (i) any contract or agreement regarding the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Corporation or, in the case of issuances of securities other than to the Corporation, the Subsidiaries or the granting of pre-emptive rights in respect of any such securities that remains in effect, (ii) any contract or agreement or an agreement or commitment to enter into any contract or agreement that is currently material to the Corporation, or (iii) any material commitment, obligation or liability, including, without limitation, any commitment regarding shareholder rights or employee entitlements, that remains in effect, and the Subject Records do not contain information regarding matters that would be required to be publicly disclosed by the Corporation pursuant to applicable Canadian Securities Laws or, for the applicable period, U.S. Securities Laws, or the rules of the TSX or NASDAQ.
Minute Books and Corporate Records. The minute books and records of the Company and the Material Subsidiary which have been made available to the Underwriters and their Canadian and U.S. counsel in connection with their due diligence investigation of the Company and its Material Subsidiary contain copies of all material proceedings (or certified copies thereof) of the holders of Common Shares, the boards of directors and all committees of the boards of directors of the Company and the Material Subsidiary, as applicable, for the relevant period requested by the Underwriters or their counsel. There have been no other material meetings, resolutions or proceedings of the holders of Common Shares, boards of directors or any committees of the boards of directors of the Company and the Material Subsidiary since the date of the latest meeting or resolution in such minute books and other records provided to Canadian and U.S. counsel to the Underwriters.
