Common use of Minute Books Clause in Contracts

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 6 contracts

Samples: Merger Agreement (Active Voice Corp), Merger Agreement (Nexprise Inc), Merger Agreement (Cisco Systems Inc)

AutoNDA by SimpleDocs

Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to Parent contain each Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company’s representatives.

Appears in 5 contracts

Samples: Merger Agreement (Ethanex Energy, Inc.), Merger Agreement (Foothills Resources Inc), Merger Agreement (Confederate Motors, Inc.)

Minute Books. The minute books of Company and its subsidiaries the Company, as previously made available to Parent contain a and its representatives, contain, in all material respects, complete and accurate summary records of all meetings of directors and stockholders corporate actions or actions written consents by written consent since the time stockholders, Boards of incorporation of Company and the respective subsidiaries through the date of this AgreementDirectors, and reflect all transactions referred to in such minutes accurately in all material respectscommittees of the Boards of Directors of the Company.

Appears in 5 contracts

Samples: Merger Agreement (American Medical Systems Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 4 contracts

Samples: Merger Agreement (Sontra Medical Corp), Merger Agreement (Bonds.com Group, Inc.), Merger Agreement (SP Holding CORP)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company during the past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 4 contracts

Samples: Merger Agreement (Dairy Fresh Farms Inc.), Agreement and Plan of Merger and Reorganization (Parentech Inc), Merger Agreement (Parentech Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective its subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 3 contracts

Samples: Merger Agreement (Openwave Systems Inc), Merger Agreement (Signalsoft Corp), Merger Agreement (Quantum Corp /De/)

Minute Books. The minute books of Company and its subsidiaries made or to be made available to Parent contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Merger Agreement (Tender Loving Care Health Care Services Inc/ Ny), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)

Minute Books. The minute books of Company and its subsidiaries the Company, as previously made available to Parent and its representatives, contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately records in all material respectsrespects of all material meetings of and corporate actions or written consents by the Company Stockholders and the Company Board.

Appears in 3 contracts

Samples: Merger Agreement (Clark Holdings Inc.), Merger Agreement (Halifax Corp of Virginia), Merger Agreement (Proxicom, Inc.)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries from October 1, 1999 through the date of this Agreement, and reflect all material transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 3 contracts

Samples: Merger Agreement (Emulex Corp /De/), Merger Agreement (Emulex Corp /De/), Merger Agreement (Vixel Corp)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Saflink Corp), Merger Agreement (SSP Solutions Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 2 contracts

Samples: Merger Agreement (Quiksilver Inc), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of the time of incorporation of Company and the respective subsidiaries Subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)

Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to Parent contain each Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 2 contracts

Samples: Merger Agreement (Aslahan Enterprises Ltd.), Merger Agreement (Oxford Ventures Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or shareholders and all actions by written consent since the time of incorporation of Company and the respective subsidiaries Company, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Us Dry Cleaning Corp), Merger Agreement (Us Dry Cleaning Corp)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since the time of incorporation of the Company and or such Subsidiary, as the respective subsidiaries case may be, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (McKesson Corp), Merger Agreement (US Oncology Holdings, Inc.)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of Parent since the time of incorporation of Company inception and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Alpha Security Group CORP), Merger Agreement (Alyst Acquisition Corp.)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp), Merger Agreement (Phone Com Inc)

Minute Books. The minute books of the Company and its subsidiaries each Company Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since the time of incorporation of the Company and or such Company Subsidiary, as the respective subsidiaries case may be, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Intercontinental Exchange, Inc.), Merger Agreement (PMC Sierra Inc)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Saflink Corp), Merger Agreement (SSP Solutions Inc)

Minute Books. The minute books of the Company and its subsidiaries each Subsidiary, as previously made available to Parent contain a and its representatives, contain, in all material respects, complete and accurate summary records of all meetings of directors and stockholders corporate actions or actions written consents by written consent since the time stockholders, Boards of incorporation Directors, and committees of the Boards of Directors of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectseach Subsidiary.

Appears in 2 contracts

Samples: Merger Agreement (American Medical Systems Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (Stratasys Inc), Merger Agreement (Saflink Corp)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsits Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Sunpower Corp), Merger Agreement (Sunpower Corp)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company during the past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Merger Agreement (SP Holding CORP), Merger Agreement (Sontra Medical Corp)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectswith the exception of approval of this agreement which minutes shall be provided to Parent prior to Closing.

Appears in 1 contract

Samples: Merger Agreement (Futurelink Corp)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the its respective subsidiaries through the date of this AgreementSubsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Synova Healthcare Group Inc)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent the Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past two years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (COMMITTED CAPITAL ACQUISITION Corp)

Minute Books. The minute books and the stock records of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects, and reflect all transactions in shares of the Company’s capital stock.

Appears in 1 contract

Samples: Merger Agreement (Flir Systems Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years (or since inception, if the Company has been in existence for less than three years) and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Bonds.com Group, Inc.)

Minute Books. The minute books of the Company and its subsidiaries that were made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chart Industries Inc)

Minute Books. The minute books of the Company and its subsidiaries made available the Project Companies delivered to Parent contain a complete and accurate summary of all meetings of directors directors, managers, members and stockholders stockholders, as applicable, or actions by written consent by the same since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsProject Companies.

Appears in 1 contract

Samples: Merger Agreement (First Solar, Inc.)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementCompany, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zygo Corp)

Minute Books. The minute books of Company and its subsidiaries made ------------ available to Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreementits subsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)

Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to each Parent contain Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 1 contract

Samples: Merger Agreement (High Tide Ventures, Inc.)

Minute Books. The minute books of the Company and its subsidiaries made available Subsidiaries Made Available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Nova Measuring Instruments LTD)

Minute Books. The minute books of the Company and its subsidiaries made available Made Available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Five9, Inc.)

Minute Books. The minute books of the Company and its subsidiaries made available have been Made Available to Parent and contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of the Company’s directors or stockholders and the capital stock registers or ledgers of the Company since the their time of incorporation of Company and the respective subsidiaries through the date of this Agreement, formation and reflect all transactions referred to in such minutes minutes, registers or ledgers accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (GX Acquisition Corp.)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and an accurate in all material respects summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since for the time of incorporation of Company and the respective subsidiaries through five year period prior to the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Allegro Microsystems, Inc.)

Minute Books. The All minute books of Company and its subsidiaries have been made available to Parent and the minute books contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects. There are no material actions taken by Company or its board of directors (or any committee thereof) or shareholders which are not summarized or described in the minutes of Company provided to Parent.

Appears in 1 contract

Samples: Merger Agreement (PLX Technology Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of the board of directors or any committee thereof and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Synergy 2000 Inc)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Alpha Security Group CORP)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Saflink Corp)

AutoNDA by SimpleDocs

Minute Books. The minute books of Company and its subsidiaries Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Alyst Acquisition Corp.)

Minute Books. The minute books of each Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or shareholders and all actions by written consent since the time of incorporation of Company and the respective subsidiaries each Company, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Purchase Agreement (Us Dry Cleaning Corp)

Minute Books. The minute books of Company and its subsidiaries made available to Parent or its counsel contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective its subsidiaries through the date of this Agreement, and reflect all material transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Interwave Communications International LTD)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Kana Communications Inc)

Minute Books. The minute books of the Company and its subsidiaries each Company Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries each Company Subsidiary through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Merger Agreement (Tickets Com Inc)

Minute Books. The minute books of Company Parent and its subsidiaries Subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders Stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries Parent through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Shopping Com LTD)

Minute Books. The minute books of Company and its subsidiaries made or to be made available to Parent prior to the date hereof contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, 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-Medsoft Com)

Minute Books. The minute books of Company and its subsidiaries Subsidiaries have been made available to Parent or its counsel and contain a complete and accurate summary of all actions taken, approved or authorized at meetings of directors and stockholders or actions by written consent since the time by directors and shareholders from their respective times of incorporation of Company and the respective subsidiaries through to the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Witness Systems Inc)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of Parent since the time of incorporation of Company December 31, 2003 and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (SP Holding CORP)

Minute Books. The minute books of each Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors Board of Directors, all committees of the Board of Directors and stockholders shareholders or actions by written consent since the time of incorporation of each Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately accurately. All actions taken by each Company have been duly authorized, and no such actions have been taken in all material respectsbreach or violation of the Certificate of Incorporation, the By-laws or other organizational documents of each Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders Stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Shopping Com LTD)

Minute Books. The All minute books of Company and its subsidiaries have been made available to Parent and the minute books contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects. There are no material actions taken by Company or its board of directors (or any committee thereof) or stockholders which are not summarized or described in the minutes of Company provided to Parent.

Appears in 1 contract

Samples: Merger Agreement (Micrel Inc)

Minute Books. The minute books of each of the Company and its subsidiaries made available Subsidiaries have been provided to the Parent contain a complete and accurate summary of all meetings of directors are true and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately correct in all material respects; they contain the duly signed minutes of all meetings, and all resolutions, of the boards of directors and shareholders (but excluding minutes of meetings and resolutions passed by committees of such boards).

Appears in 1 contract

Samples: Support Agreement (Millennium Pharmaceuticals Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Bioverativ Inc.)

Minute Books. The Xxx minute books books, if any, of Company Parent and its subsidiaries made available to each Parent contain Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 1 contract

Samples: Merger Agreement (CCP Worldwide Inc)

Minute Books. The copies of the minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately that is complete in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Luna Innovations Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through three business days before the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Phone Com Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all material aspects of all meetings of directors and stockholders shareholders, and all resolutions or actions by written consent by directors or shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Getthere Com)

Minute Books. The minute books of Company Parent and its subsidiaries Subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries such entities through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp)

Minute Books. The minute books of Company and its subsidiaries Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementSubsidiary, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Bio Technology General Corp)

Minute Books. The minute books of Company and its subsidiaries ------------ made available to Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreementits subsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Island Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Kana Communications Inc)

Minute Books. The All minute books of Company and its subsidiaries have been made available to Parent and the minute books contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred . There are no material actions taken by Company or its board of directors (or any committee thereof) or shareholders which are not summarized or described in the minutes of Company provided to in such minutes accurately in all material respectsParent.

Appears in 1 contract

Samples: Merger Agreement (PLX Technology Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of directors or stockholders since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsits subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent Company contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries through the date of this Agreement, 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-Medsoft Com)

Minute Books. The minute books of Company and its subsidiaries made available to ------------ Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementCompany, and reflect all transactions actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Island Inc)

Minute Books. The Except as set forth in Section 3.27 of the Company Disclosure Schedule, the minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Merger Agreement (Tickets Com Inc)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Vicinity Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!