Organizational Documents; Records. The Purchaser has delivered to (or made available for inspection by) the Seller accurate and complete copies of: (i) the organizational documents of the Purchaser, including its certificate of incorporation, including all amendments thereto; (ii) the stock records of the Purchaser; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Purchaser, the board of directors of the Purchaser and all committees of the board of directors of the Purchaser. There have been no meetings or other proceedings of the shareholders of the Purchaser, the board of directors of the Purchaser or any committee of the board of directors of the Purchaser that are not fully reflected in all material respects in such minutes or other records. The books of account, stock records, minute books and other records of the Purchaser are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of the Purchaser are in the actual possession and direct control of the Purchaser.
Organizational Documents; Records. The Company has delivered to Purchaser or its Representatives accurate and complete copies of the certificate of incorporation (if applicable), bylaws and other charter and organizational documents, including all amendments thereto, of the Company and its Subsidiaries. Part 2.2(a) of the Company Disclosure Schedule lists, and the Company has delivered to Purchaser or its Representatives, accurate and complete copies of: (a) the charters of all committees of the board of directors of the Company and its Subsidiaries; and (b) any code of conduct or similar policy adopted by the Company or its Subsidiaries or by their respective board of directors, or any committee of their board of directors. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, the Company has delivered to Purchaser or its Representatives accurate and complete copies of (i) the stock records and stock certificates of the Company and its Subsidiaries; and (b) the minutes and other records of the formal duly noticed meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company and its Subsidiaries, the board of directors of the Company and its Subsidiaries and all committees of the board of directors of the Company and its Subsidiaries. There have been no duly noticed and called meetings or other proceedings of the stockholders of the Company or its Subsidiaries, the board of directors of the Company or its Subsidiaries or any committee of the board of directors of the Company or its Subsidiaries that are not fully reflected in such minutes or other records. The stock records and minute books of the Company are accurate, up-to-date and complete and have been maintained in accordance with commercially reasonable business practices in all material respects.
Organizational Documents; Records. The Shareholders have delivered to (or made available for inspection by) the Purchaser accurate and complete copies of: (i) the organizational documents of each of the Target Companies, including articles of incorporation of each Target Company, including all amendments thereto; (ii) the stock records of each of the Target Companies; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors and stockholders of each of the Target Companies. There have been no meetings or other proceedings of the board of directors of any of the Target Companies or any committee (or equivalent body) thereof that are not reflected in such minutes or other records. The books of account, stock records, minute books and other records of each of the Target Companies are accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. All of the records of each of the Target Companies are in the actual possession and direct control of the applicable Target Company.
Organizational Documents; Records. The Acquired Companies have made available to Purchaser accurate and complete copies of the following documents: (a) the organizational documents, including all amendments thereto, of each of the Acquired Companies; (b) the ownership records of each of the Acquired Companies; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of managers or directors or the general partner, as applicable, of each Acquired Company, and all committees of the boards of managers or directors of each of the Acquired Companies (the items described in (a), (b) and (c) above, collectively, the “Constituent Documents”). There have been no formal meetings or other proceedings of the shareholders or members of any of the Acquired Companies, the board of managers or directors or the general partner, as applicable, of any of the Acquired Companies or any committee of the board of managers or directors of any of the Acquired Companies that are not fully reflected in the Constituent Documents. There has not been any violation of the Constituent Documents, and none of the Acquired Companies has taken any action that is inconsistent in any material respect with the Constituent Documents. The books of account, minute books, ownership record books and other records of the Acquired Companies, all of which have been made available to Purchaser, are accurate and complete and have been maintained in accordance with sound business practices. At the Closing, all such books and records will be in the possession of the Company.
Organizational Documents; Records. The Company has delivered or made available to Parent or its Representatives accurate and complete copies of: (a) the certificate of incorporation and bylaws or certificate of formation and limited liability company operating agreement, as applicable, and other charter and organizational documents of each Acquired Company, including all amendments thereto (with respect to each Acquired Company, such Acquired Company’s “Organizational Documents”); (b) the stock or other equity records of each Acquired Company; and (c) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings at which formal actions were taken or any actions taken by written consent without a meeting of the stockholders or members, as applicable, of each Acquired Company, the board of directors or similar governing body of each Acquired Company and all committees of the board of directors or similar governing body of each Acquired Company, it being understood and agreed that such minutes and other records may not include all matters discussed at such meeting or relate to all meetings at which no formal action was taken. Except as set forth in Part 2.2 of the Disclosure Schedule, the stock or other equity records of the Acquired Companies are accurate, up-to-date and complete in all material respects.
Organizational Documents; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (b) the stock records of the Company; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders, the board of directors and all committees of the board of directors of the Company. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with prudent business practices.
Organizational Documents; Records. (a) Seller has delivered to the Purchaser accurate and complete copies of:
(i) Organizational Documents for each of Seller and the Acquired Companies, including all amendments thereto;
(ii) the membership interest register or other membership interest records of each of Seller and the Acquired Companies; and
(iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the managers of each of the Acquired Companies and of the members of each of Seller and the Acquired Companies.
(b) The Acquired Companies have never engaged in any business other than the purchasing and licensing of the Intellectual Property Rights and enforcement of rights related to the Intellectual Property Rights and related activities.
Organizational Documents; Records. 4 2.3. Capitalization, Etc................................................ 4 2.4. Financial Statements............................................... 4 2.5. Absence of Changes................................................. 5 2.6. Title to Assets; Equipment; Real Property.......................... 6 2.7. Proprietary Assets................................................. 6 2.8. Contracts.......................................................... 7 2.9. Compliance with Legal Requirements................................. 8 2.10. Governmental Authorizations........................................ 8 2.11.
Organizational Documents; Records. 11 3.3. Capitalization, Etc................................................ 12 3.4.
Organizational Documents; Records. PubliGroupe has delivered or made available to Real Media accurate and complete copies of the certificate of incorporation, bylaws or similar organizational documents of each Acquired Corporation, including all amendments thereto. PubliGroupe has made available to Real Media accurate and complete copies of the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations and the board of directors and all committees of the board of directors of each of the Acquired Corporations.
