Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 9 contracts
Samples: Merger Agreement (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably an accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its respective shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Commerce One Inc), Agreement and Plan of Reorganization (Intraware Inc), Agreement and Plan of Reorganization (E Piphany Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent Buyer are the only minutes of the Company and contain a reasonably an accurate summary statement of the actions taken at all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 3 contracts
Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent NEON are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 3 contracts
Samples: Share Acquisition Agreement (New Era of Networks Inc), Share Acquisition Agreement (New Era of Networks Inc), Share Acquisition Agreement (New Era of Networks Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes contain complete and accurate records of the Company all actions taken, and contain a reasonably accurate summary summaries of all meetings of held, by the stockholders, the Board of Directors of the Company (or and any committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Yext, Inc.), Merger Agreement, Merger Agreement (Scansoft Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably substantially accurate summary summaries of all material meetings of the Board board of Directors directors (or committees thereof), the board of managers (or committees thereof), the shareholders (or committees thereof), the members (or committees thereof) of the Company , as applicable, and its shareholders or actions each action by written consent since the time inception of incorporation of the Companyeach such entity.
Appears in 2 contracts
Samples: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all shareholder actions by written consent since the time of incorporation of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Accelrys, Inc.)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent Buyer are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Etoys Inc), Agreement and Plan of Reorganization (Etoys Inc)
Minute Books. The minutes of the Company made available to legal counsel ------------ for Parent Purchaser are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time date of incorporation of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Indenet Inc), Stock Purchase Agreement (Digital Generation Systems Inc)
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)
Minute Books. The minutes of the Company made available provided to counsel ------------ for Parent Acquiror are the only minutes of the Company and contain a reasonably complete and accurate summary summaries of all meetings and actions by written consent of the Board board of Directors directors (or committees thereof) of the Company and its shareholders or contain complete and accurate summaries of all shareholder meetings and all shareholder actions by written consent since the time of incorporation of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Digital Music Group, Inc.), Merger Agreement (Digital Music Group, Inc.)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all duly called formal meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all shareholder actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate complete summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Lantronix)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary materially complete summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Ondisplay Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent Purchaser are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary materially complete summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Recapitalization and Exchange Offer Agreement (Internet Capital Group Inc)
Minute Books. The minutes minute books of the Company and the Subsidiary ------------ made available to counsel ------------ for Parent are the only contain complete and accurate minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors directors (or committees and any committee thereof) of the Company and its shareholders stockholders or actions by written consent since the time of incorporation of the CompanyCompany and the Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are and contain complete and accurate records of all actions taken, and summaries of all meetings held, by the only minutes stockholders, the Board of Directors of the Company and contain a reasonably accurate each of its subsidiaries (and any committees thereof) since January 1, 2011; provided that the Company shall be permitted to withhold or redact until the Effective Time any summary or description of all meetings of the discussions and analysis regarding this Agreement, the transactions contemplated hereby and any alternative transactions considered by the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the CompanyDirectors.
Appears in 1 contract
Samples: Draft Agreement (Rovi Corp)
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Krooss John)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all duly called formal meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all stockholder actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent Buyer are the only minutes of the Company and contain a reasonably an accurate summary statement of the actions taken at all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Share Acquisition Agreement (Concentric Network Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary complete summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors managers (or committees thereof) of the Company and its shareholders all meetings of the Members (or committees thereof) of the Company, or actions by written consent since the time of incorporation or organization of the Company.
Appears in 1 contract
Samples: Merger Agreement (Xicor Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent Buyer are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings or actions by written consent of the Board board of Directors directors (or committees thereof) of the Company and its shareholders or all actions of stockholders by written consent since the time of incorporation or organization of the Company.
Appears in 1 contract
Samples: Merger Agreement (Ants Software Inc)
Minute Books. The minutes of the Company and its Subsidiaries made available to counsel ------------ for Parent are the only minutes of the Company and the Subsidiaries and contain a reasonably substantially accurate summary summaries of all material meetings of the Board board of Directors directors (or committees thereof), the board of managers (or committees thereof), the shareholders (or committees thereof), the members (or committees thereof) of the Company and its shareholders or actions each Subsidiary, as applicable, and each action by written consent since the time inception of incorporation of the Companyeach such entity.
Appears in 1 contract
Samples: Merger Agreement (Xfone Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infoseek Corp /De/)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Gateway International Holdings Inc)
Minute Books. The minutes of the corporate proceedings and consents of Company made available to counsel ------------ for Parent are the only minutes minute books of the Company and contain a reasonably accurate summary of all the meetings of the Board of Directors directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Companyreferred to therein.
Appears in 1 contract
Samples: Merger Agreement (Netrix Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders respective stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Xcarenet Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably substantially accurate summary summaries of all meetings of the Board board of Directors directors (or committees thereof), the board of managers (or committees thereof), the stockholders (or committees thereof), the members (or committees thereof) of the Company Company, as applicable, and its shareholders or actions each action by written consent since the time of incorporation inception of the Company.
Appears in 1 contract
Samples: Merger Agreement (Loudeye Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all shareholder actions by written consent and accurate summaries of all minutes of shareholders since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary records of all meetings of the Board of Directors (or committees thereof) of the Company and its their shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board board of Directors directors (or committees thereof) of the Company and its all meetings of the shareholders (or committees thereof) of the Company, or actions by written consent since the time of incorporation or organization of the Company.
Appears in 1 contract
Samples: Merger Agreement (Xicor Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent the Purchaser are the only minutes of the Company and contain a reasonably true and accurate summary copies of all meetings of resolutions adopted by the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inference Corp /Ca/)
Minute Books. The minutes minute books of the Company made available ------------ to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Minute Books. The minutes of the Company and the Subsidiaries made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of document all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders the Subsidiaries and their Stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of document all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Gateway International Holdings Inc)
Minute Books. The minutes of the Company Company, made available to counsel ------------ for Parent Parent, are the only minutes of the Company and contain a reasonably accurate summary and complete summaries of all meetings of, and corporate action taken by, the board of directors (or committees thereof) and the Board of Directors stockholders (or committees thereof) of the Company and its shareholders or actions Company, including each action by written consent consent, since the time of incorporation inception of the Company. No significant action has been taken by the Company which is not reflected in such minutes. All such minutes shall be available at the Company’s primary business facility on the Closing Date or at such other location as Parent shall request.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lsi Logic Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for the Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its their shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all stockholder actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company made available to counsel for ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its respective shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Merger Agreement (Looksmart LTD)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders stockholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders Members or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Minute Books. The minutes of the Company Company, which shall be made available to counsel ------------ for Parent Buyer on or before the date first indicated above, are the only minutes of the Company and contain a reasonably an accurate summary of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation date of the CompanyMerger.
Appears in 1 contract
Samples: Stock Purchase Agreement (MCF Corp)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably summaries, accurate summary in all material respects, of all meetings of the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Atrix Laboratories Inc)
Minute Books. The minutes of the Company made available to counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary summaries of all meetings or actions by written consent of the Board of Directors (or committees thereof) of the Company and its shareholders or contain all stockholder actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Echelon Corp)
Minute Books. The minutes of the Company made available to ------------ counsel ------------ for Parent are the only minutes of the Company and contain a reasonably accurate summary of all meetings of actions taken by the Board of Directors (or committees thereof) of the Company and its shareholders or actions by written consent since the time of incorporation of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)