Articles of Association; Records. The Company has delivered to Buyer accurate and complete copies of: (i) the Company’s and its Subsidiaries’ organizational documents; and (ii) 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, the board of directors and all committees of the board of directors of the Company and each of its Subsidiaries since 2008. There have been no material meetings or other proceedings of the shareholders, the board of directors or any committee of the board of directors of the Company or any of its Subsidiaries, respectively, that are not fully reflected in such minutes or other records.
Articles of Association; Records. The Seller has delivered to (or made available for inspection by) the Purchaser and Purchaser Sub accurate and complete copies of: (i) the memorandum of association and articles of association of the Seller, including all amendments thereto; (ii) the share registry of the Seller; 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 Seller, the board of directors of the Seller and all committees of the board of directors of the Seller. Since January 31, 1999, there have been no meetings or other proceedings of the shareholders of the Seller, the board of directors of the Seller or any committee of the board of directors of the Seller that are not fully reflected in such minutes or other records. The books of account, stock records, minute books and other records of the Seller 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 Seller are in the actual possession and direct control of the Seller.
Articles of Association; Records. (a) Purchaser has delivered, or identified and made available, to Xxxxx accurate and complete copies of:
Articles of Association; Records. The Company has delivered to EVS accurate and complete copies of: (1) its Memorandum of Association and Articles of Association, including all amendments thereto; (2) the stock records of the Company; and (3) 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 Company and the Board. There have been no formal meetings or other proceedings of the shareholders of the Company or the Board that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Memorandum of Association or Articles of Association of the Company, nor has the Company taken any action that is inconsistent with any resolution adopted by the Company’s shareholders or the Board. The books of account, share 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.
