Common use of Organizational Documents; Records Clause in Contracts

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 Company Purchaser has delivered to Purchaser the Company 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 Purchaser and its Subsidiaries. Part 2.2(a) 3.2 of the Company Purchaser Disclosure Schedule lists, and the Company Purchaser has delivered to Purchaser the Company or its Representatives, accurate and complete copies of: (a) the charters of all committees of the board of directors of the Company Purchaser and its Subsidiaries; and (b) any code of conduct or similar policy adopted by the Company Purchaser 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 The Purchaser has delivered to Purchaser the Company or its Representatives accurate and complete copies of (i) the stock records and stock certificates of the Company Purchaser 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 Purchaser and its Subsidiaries, the board of directors of the Company Purchaser and its Subsidiaries and all committees of the board of directors of the Company Purchaser and its Subsidiaries. There have been no duly noticed and called meetings or other proceedings of the stockholders of the Company Purchaser or its Subsidiaries, the board of directors of the Company Purchaser or its Subsidiaries or any committee of the board of directors of the Company Purchaser or its Subsidiaries that are not fully reflected in such minutes or other records. The stock records and minute books of the Company Purchaser and its Subsidiaries are accurate, up-to-date and complete and have been maintained in accordance with commercially reasonable business practices in all material respects.