Buyer Documents. (a) The Buyer’s organizational documents are in the form provided to the Seller. The copy of the minute books of the Buyer provided to the Seller contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes. (b) The certificate of incorporation and bylaws of each of the Buyer’s Subsidiaries are in the form provided to the Seller. The copy of the minute books of the Buyer’s Subsidiaries provided to the Seller contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation of each such Subsidiary and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Translate Bio, Inc.), Asset Purchase Agreement (Translate Bio, Inc.)