Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary of all meetings, consents and actions of the board of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 3 contracts
Samples: Series D Preferred Stock Purchase Agreement (Imx Exchange Inc), Preferred Stock Purchase Agreement (Imx Exchange Inc), Preferred Stock Purchase Agreement (Imx Exchange Inc)
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Acquiror contain a complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Valueclick Inc/Ca), Registration Rights Agreement (Valueclick Inc/Ca), Agreement and Plan of Merger (Proxicom Inc)
Minute Books. The minute books of the Company provided made available to special Investor or its counsel to the Purchasers as requested, contain a complete summary of all meetings, consents meetings and actions of the board by consent of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 3 contracts
Samples: Collaborative Research Agreement (Abgenix Inc), Collaborative Research Agreement (Abgenix Inc), Collaborative Research Agreement (Abgenix Inc)
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Acquiror contain a complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proxicom Inc), Agreement and Plan of Merger (Proxicom Inc)
Minute Books. The minute books of the Company provided and its Subsidiaries have been made available to special counsel to the Purchasers Purchaser and contain a complete summary all minutes of all meetings, consents and actions of the board meetings of directors and stockholders or actions by written consent since the stockholders date of incorporation of the Company since and the time respective Subsidiaries through the date of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respectsthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Serengeti Eyewear Inc), Agreement and Plan of Merger (Sunshine Acquisition Inc)
Minute Books. The minute books of the Company Company, access to which has been provided to special counsel to the Purchasers Investors, contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders shareholders and all actions by written consent without a meeting of the Company directors and shareholders since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Rubios Restaurants Inc), Preferred Stock Purchase Agreement (Rubios Restaurants Inc)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a materially complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Third Wave Technologies Inc /Wi), Preferred Stock and Warrant Purchase Agreement (Third Wave Technologies Inc /Wi)
Minute Books. The minute books of the Company provided to special counsel made ------------ available to the Purchasers Acquiror contain a complete and accurate summary in all material respects of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or actions by written consent since the time of its incorporationorganization of the Company, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 2 contracts
Samples: Purchase Agreement (Naviant Inc), Purchase Agreement (Naviant Inc)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary record of all meetings, consents and actions of the board of directors and the stockholders shareholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 2 contracts
Samples: Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers or their counsel contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting incorporation and correctly reflect all transactions referred to issuances of stock or other equity rights in such minutes in all material respectsthe Company.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Improvenet Inc), Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Minute Books. The minute books of the Company provided to special counsel available to the Purchasers or their attorneys or agents contain a complete summary of all meetings, consents meetings and actions of the board by written consent of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Macrovision Corp), Preferred Stock Purchase Agreement (Macrovision Corp)
Minute Books. The minute books of the Company provided to special counsel or made available to the Purchasers Investors contain a complete summary of all meetings, consents meetings and actions of the board taken by written consent of directors and the any committee thereof and stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes or consents accurately in all material respects. The stock ledger of the Company as provided to counsel to the Investors is complete and reflects all issuances, transfers, repurchases and cancellations of shares of capital stock of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Synacor, Inc.), Series C Preferred Stock Purchase Agreement (Synacor, Inc.)
Minute Books. The minute books of the Company provided to special the Investor or his counsel to the Purchasers contain a complete summary of all meetings, consents meetings and actions of the board by written consent of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Gift Liquidators Inc)
Minute Books. The minute books of the Company provided to special counsel that have been made available to the Purchasers Investors contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary of all meetings (or actions by consent in lieu of meetings) of directors, consents and actions of the board committees of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects, and complete copies have been provided to counsel for the Investors.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Zymogenetics Inc)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a materially complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Investor contain a complete an accurate summary of all meetings, consents and actions of the board of directors, committees of the board of directors and the stockholders shareholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Emerge Interactive Inc)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete and accurate summary in all material respects of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company (or similar governing bodies) or actions by written consent since the time of its incorporationincorporation through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects. The Company has provided Buyer the minute books of the Company for the past three (3) years.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete and accurate summary of all meetings, consents meetings of governors and equity holders or actions by written consent of the board of directors Company’s governors or equity holders and the stockholders share registers and share ledgers of the Company since the their time of its incorporation, accurately reflecting formation and reflect all transactions referred to in such minutes minutes, registers and ledgers accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to the Purchasers each Investor contain a complete summary of all meetings, consents and actions of the board meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company Company, access to which has been provided to special counsel to the Purchasers Investors, contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders and all actions by written consent without a meeting of the Company directors and stockholders since the time of its incorporation, accurately reflecting inception and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Rubios Restaurants Inc)
Minute Books. The minute books of the Company provided to special counsel have been made available to the Purchasers and contain a complete summary of all meetings, consents material actions and actions of the board discussions at all meetings of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Buyer contain a complete and accurate summary of all meetings, consents and actions of taken by the board of directors and the stockholders of the Company Shareholders, whether at a meeting or by written consent since the time of incorporation of Company through the date of this Agreement, except for such actions, if any, the omission of which is not material to Company, its incorporationShareholders or its business, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany Inc)
Minute Books. The minute books of the Company and its ------------ ------------ subsidiaries provided or made available to special counsel to for the Purchasers contain a complete summary of all meetings, consents meetings and actions of the board by written consent of directors (and the any committees of directors) and stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Camden Partners Strategic Ii LLC)
Minute Books. The minute books of the Company previously provided to special counsel to the Purchasers Investor, contain a complete summary of all meetings, consents and actions of the board of directors and the stockholders shareholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 1 contract
Samples: Securities Purchase Agreement (PRB GasTransportation, Inc.)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary and accurate record of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company since the time date of its incorporation, accurately reflecting incorporation and all transactions referred to in such minutes in all material respectsactions by written consent.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to and the Purchasers Company Subsidiaries contain a complete and accurate summary in all material respects of all meetings, consents and actions of the board meetings of directors and shareholders or actions by written consent for the stockholders five (5) years prior to the date of the Company since the time of its incorporationthis Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects. All such minutes have been provided to Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Cohu Inc)
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Purchaser contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Netfabric Holdings, Inc)
Minute Books. The minute books of the each Company provided to special counsel made available to the Purchasers Buyer contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or members, or actions by written consent, since the time of its incorporationincorporation or formation of each Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Meta Financial Group Inc)
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Purchaser contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.. 4.24
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a materially complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc)
Minute Books. The minute books book of the Company provided to special counsel to the Purchasers contain contains a materially complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation of Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The copies of the minute books of the Company provided to special counsel to the Purchasers or their counsel contain a complete summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects, and include all written consents of directors and stockholders in lieu of a meeting.
Appears in 1 contract
Samples: Preferred Stock Purchase and Recapitalization Agreement (Quantum Corp /De/)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers Purchaser contain a materially complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation or organization, accurately reflecting as applicable, of the Company through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to the Purchasers and its Subsidiaries Made Available contain a complete and accurate summary of all meetingsmeetings of managers, consents and actions of the board of directors and the stockholders of the Company Unitholders or actions by written consent thereof since the its time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respectsformation.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special the Investors or their counsel to the Purchasers contain a complete summary of all meetings, consents meetings and actions of the board by written consent of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Series a Unit Purchase Agreement (Vsus Technologies Inc)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary and accurate account of all meetings, consents and actions meetings of the board Board of directors Directors and shareholders and all actions by written consent since the stockholders date of incorporation of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respectsCompany.
Appears in 1 contract
Minute Books. The minute books of Acquiror made available to the Company provided to special counsel to the Purchasers contain a complete and accurate summary of all meetings, consents and actions of the board meetings of directors and the stockholders of the Company or actions by written consent since the time of its incorporationincorporation of Acquiror through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided made available to special counsel to the Purchasers Acquirer contain a complete and accurate summary in all material respects of all meetings, consents and meetings or actions of the board by written consent of directors and shareholders from the stockholders time of incorporation of the Company since through the time date of its incorporationthis Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Minute Books. The minute books of the Company provided made available to special counsel to Acquiror are the Purchasers only minute books of the Company and contain a complete and accurate summary of all meetings, consents and actions of the board formal meetings of directors (or any committees thereof) and the stockholders of the Company shareholders or actions by written consent since the time of its incorporationincorporation of the Company through the date of this Agreement, accurately reflecting and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided made available to special Buyer or its counsel to the Purchasers contain a complete summary of all meetings, consents and copies of all actions of the board by written consent, of directors and the stockholders of the Company shareholders since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects.
Appears in 1 contract
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary and accurate record in all material respects of all meetings, consents and actions of the board meetings of directors and stockholders since the stockholders date of incorporation of the Company since the time of its incorporation, accurately reflecting and all transactions referred to in such minutes in all material respectsactions by written consent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Northern Way Resources, Inc.)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers contain a complete summary of all meetingscontain, consents and actions of the board of directors and the stockholders of the Company since the time of its incorporation, accurately reflecting all transactions referred to in such minutes in all material respects, a complete and accurate record of all meetings of directors and stockholders since the date of incorporation of the Company and all actions taken by written consent.
Appears in 1 contract
Samples: Consultant Agreement (New Century Equity Holdings Corp)
Minute Books. The minute books of the Company provided to special counsel to the Purchasers have been Made Available and contain a complete and accurate summary of all meetings, consents and actions of the board formal meetings of directors and the stockholders of the Company Sellers for which minutes were prepared or actions by written consent thereof since the its time of its incorporation, accurately reflecting incorporation and reflect all transactions referred to in such minutes accurately in all material respects.
Appears in 1 contract