Charter Documents and Corporate Records. 16 SECTION 3.6
Charter Documents and Corporate Records. Each of Parent and Buyer has heretofore delivered to the Company true and complete copies of the certificate of incorporation, by-laws and minute books, or comparable instruments, of Parent and Buyer as in effect on the date hereof. The stock transfer books of Parent and Buyer have been made available to the Company for its inspection and are true and complete in all respects.
Charter Documents and Corporate Records. The Company has heretofore delivered to Parent true and complete copies of the Articles of Incorporation, By-Laws and minute books, or comparable instruments, of the Company as in effect on the date hereof. The stock transfer books of the Company have been made available to Parent for its inspection and are true and complete in all respects.
Charter Documents and Corporate Records. CLMI has delivered to Xxxxxxx and KidVision complete and correct copies of (i) the articles of incorporation, bylaws and other charter or organizational documents of CLMI, including all amendments thereto, (ii) the stock records of CLMI, and (iii) the minutes and other records of the meetings and other proceedings of the shareholders and directors of CLMI. CLMI is not in violation or breach of (i) any of the provisions of its articles of incorporation, bylaws or other charter or organizational documents, or (ii) any resolution adopted by its shareholders or directors. There have been no meetings or other proceedings of the shareholders or directors of CLMI that are not fully reflected in the appropriate minute books or other written records of the Company.
Charter Documents and Corporate Records. Buyer has heretofore delivered to the Company true and complete copies of the articles of incorporation, by-laws and minute books, or comparable instruments, of Buyer as in effect on the date hereof. The stock transfer books of Buyer have been made available to the Company for its inspection and are true and complete in all respects.
Charter Documents and Corporate Records. The Company has heretofore delivered to the Prior Purchasers true, correct and complete copies of the certificates of incorporation (certified by the Secretaries of State or other appropriate official of their respective jurisdictions of incorporation) and by-laws, or comparable instruments, of the Company and each of the Subsidiaries as in effect on the date hereof. The minute books, or comparable records, of the Company and each of the Subsidiaries heretofore have been delivered to the Prior Purchasers for their inspection and contain true, correct and complete records of all meetings and consents in lieu of meeting of the Board of Directors (and any committee thereof) and stockholders of the Company and each of the Subsidiaries since the time of the Company's organization or any such Subsidiary's organization, as the case may be, and accurately reflect all transactions referred to in such minutes and consents in lieu of meeting. True and complete copies of the stock books, or comparable records, of the Company and each of the Subsidiaries heretofore have been delivered to the Prior Purchasers for their inspection. The Company has heretofore delivered to the Purchaser true, correct and complete copies of the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 13, 2005.
Charter Documents and Corporate Records. Buyer has delivered to Seller complete and correct copies of (i) the articles of incorporation, bylaws and other charter or organizational documents of Buyer, including all amendments thereto, (ii) the stock records of Buyer, and (iii) the minutes and other records of the meetings and other proceedings of the shareholders and directors of Buyer. Buyer is not in violation or breach of (i) any of the provisions of its articles of incorporation, bylaws or other charter or organizational documents, or (ii) any resolution adopted by its shareholders or directors. There have been no meetings or other proceedings of the shareholders or directors of Buyer that are not fully reflected in the appropriate minute books or other written records of Buyer.
Charter Documents and Corporate Records. (a) Seller has heretofore delivered to Buyer true and complete copies of the Certificate of Incorporation and By-laws of Seller as in effect on the date hereof.
Charter Documents and Corporate Records. Buyer has filed with the Securities and Exchange Commission in public reports accessible to the Sellers complete and correct copies of the articles of incorporation, bylaws and other charter or organizational documents of Buyer, including all amendments thereto. Buyer is not to its knowledge in violation or breach of (i) any of the provisions of its articles of incorporation, bylaws or other charter or organizational documents, or (ii) any resolution adopted by its shareholders or directors.
Charter Documents and Corporate Records. (a) Seller has heretofore delivered to Buyer true and complete copies of the Certificate of Incorporation (certified by the Secretaries of State or other appropriate official of its jurisdictions of incorporation) and By-laws (certified by Seller's secretary or an assistant secretary), or comparable instruments, of Seller as in effect on the date hereof. The stock books of Seller which have been made available to Buyer for its inspection are true and complete. The Stockholder is the sole record and beneficial owner of all of the outstanding capital stock of Seller and there are no options, warrants or other agreements of any kind outstanding or proposed to be issued with respect to the capital stock of Seller.
