Organizational Documents and Corporate Records. A true and complete copy of (a) the Organizational Documents of the Company, as amended, and (b) the minute books of the Company have been delivered to Buyer. Such minute books contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, and shareholders of the Company from the date of its incorporation to the date hereof. All matters requiring the authorization or approval of the board of directors, a committee of the board of directors, or the shareholders of the Company have been duly and validly authorized and approved by them.
Organizational Documents and Corporate Records. The Seller has made available to the Purchaser true, complete and correct copies of the Organizational Documents of the Company as amended to date. The Company is not in breach of or default under any provision of any of its Organizational Documents. The Seller has also made available to the Purchaser true, complete and correct copies of the minutes of all meetings of and other corporate actions taken by the shareholders, board of directors and committees of the board of directors of the Company during the past five years.
Organizational Documents and Corporate Records. The Company has previously delivered or made available to Kootenay true and complete copies of the Company’s Organizational Documents. The Company is not in default under or violation of any provision of its Organizational Documents. The Company has previously delivered or made available to Kootenay true and complete copies of the Company’s minute books. The books and records of the Company are true and complete in all material respects and have been maintained in compliance with Applicable Laws.
Organizational Documents and Corporate Records. Kootenay has previously delivered or made available to the Company true and complete copies of the Organizational Documents of each Kootenay and SubCo. Neither of the Kootenay or SubCo is in default under or violation of any provision of its respective Organizational Documents. The books and records of each of Kootenay and SubCo are true and complete in all material respects and have been maintained in compliance with Applicable Laws.
Organizational Documents and Corporate Records. The Company has previously delivered or made available to Buyer true and complete copies of each of the (i) Organizational Documents of the Company, as amended and in effect on the date hereof and (ii) minute books and stock record books of the Company. All documents and records of the Company (x) are in the possession or under the control of the Company and (y) have been properly kept in all material respects. The Company is not in material default or violation of any provision of its Organizational Documents.
Organizational Documents and Corporate Records. A true and complete copy of the Organizational Documents of Sellers, as amended, will be delivered to Purchaser on the Closing Date. The Corporate Minute Books will also be delivered to Purchaser on the Closing Date. Such Corporate Minute Books contain complete and accurate records of all meetings and other corporate actions of the board of directors and/or the shareholders of Sellers that relate to the Purchased Assets and Assumed Liabilities from the respective dates of their incorporation to the date hereof. All matters requiring the authorization or approval of the board of directors and/or the shareholders of Sellers have been duly and validly authorized and approved by them.
Organizational Documents and Corporate Records. A true and complete copy of the Limited liability Agreement or Operating Agreement will also be delivered to Purchaser prior to the Closing. All matters requiring the authorization or approval of the member of the Company have been duly and validly authorized and approved by the Seller.
Organizational Documents and Corporate Records. (a) The Seller is concurrently delivering to Niagara and the Buyer complete and correct copies of the Certificate of Incorporation and By-laws of the Company as currently in effect. The minute books of the Company (and with respect to the Business, excerpts of the minutes of the Seller) have been made available to Niagara and the Buyer for their inspection, and such minute books (and excerpts) contain complete and correct records in all material respects of all meetings (or, in the case of the Seller, all portions thereof) and consents in lieu of a meeting, of the respective Boards of Directors (and any committees thereof) and, in the case of the Company, its stockholders, and accurately reflect in all material respects all transactions referred to therein. The stock books and ledgers of the Company have been made available to Niagara and the Buyer for their inspection, and such books and ledgers are complete and correct in all material respects.
Organizational Documents and Corporate Records. A true and complete copy of the Charter Documents of each Target Company, as amended, will be delivered to Unusual prior to the Closing Date. The minute book of each Target Company (the “Corporate Minute Books”) will also be delivered to Unusual prior to the Closing Date. Such Corporate Minute Books contain complete and accurate records of all meetings and other corporate actions of the board of directors and/or the stockholders or members, as applicable, of each Target Company from the date of its incorporation or formation to the Effective Date. All matters requiring the authorization or approval of the board of directors and/or the stockholders or members of each Target Company have been duly and validly authorized and approved by them.
Organizational Documents and Corporate Records. (i) The Company has previously delivered or made available to the Purchaser true and complete copies of the Organizational Documents of the Company and each of its subsidiaries. (ii) Neither the Company nor any subsidiary thereof is in default under or violation of any provision of its Organizational Documents and no action has been taken to amend or supersede such documents. (iii) The Company has previously delivered or made available to the Purchaser true and complete copies of the central securities registers of the Company and the equivalent of each of its subsidiaries (iv) The Company has previously delivered or made available to the Purchaser true and complete copies of the minute books of the Company and each of its subsidiaries. The minute books for the Company and its subsidiaries contain minutes of all meetings and resolutions of the directors and shareholders held. (v) The minute books of the Company and its subsidiaries (the “Books and Records”) are (a) true and complete in all material respects and have been maintained in accordance with sound business practices and Applicable Laws and with the accounting principles generally accepted in Canada, on a basis consistent with prior years,(b) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries and (c) accurately and fairly reflect the basis for the Audited Financial Statements.
