Common use of Certificate of Incorporation and Bylaws; Records Clause in Contracts

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven accurate and complete copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock register of the Company; and (iii) the minute books of the Company (including any actions taken by written consent or otherwise without a meeting) (the items described in the foregoing clauses “(i)”, “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or material corporate actions taken by, the stockholders of the Company, the Board of Directors of the Company or any committee of the Board of Directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock register, 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 Legal Requirements and prudent business practices in all material respects.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to TheMaven Parent accurate and complete copies of: (i) the Company’s certificate of incorporation and bylaws, including all amendments thereto, of the Companythereto and each as so delivered is in full force and effect and in compliance with applicable Law; (ii) the stock register records of the Company; and (iii) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in board of directors of the foregoing clauses “(i)”, “(ii)” Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, the stockholders other proceedings of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company’s certificate of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany’s board of directors or any committee of the Company’s board of directors. The books of account, stock registerrecords, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, respects and have been maintained in accordance with Legal Requirements and prudent customary business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the certificate Company's Articles of incorporation Incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in shareholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders shareholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's Certificate of Incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the Company's certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books except as set forth in Part 2.2 of the Company Disclosure Schedule, 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's certificate of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. (a) The Company has delivered to TheMaven Parent or made available on the Datasite accurate and complete copies of: (i) the certificate Company’s Certificate of incorporation Incorporation and bylaws, including all amendments thereto, of the Company; (ii) the Company’s stock register of the Companyledger; and (iii) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any material violation of any of the Company Documentsprovisions of the Company’s Certificate of Incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock registerledger, 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 Legal Requirements and prudent business practices in all material respects.

Certificate of Incorporation and Bylaws; Records. The Company has delivered made available to TheMaven Parent accurate and complete copies of: (i1) the certificate Company's articles of incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in shareholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “board of directors of the Company Documents”)since the inception of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders shareholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's articles of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (ia) the Company’s certificate of incorporation and bylawsbylaws or comparable charter documents, including all amendments thereto, of the Company; (iib) the stock register records of the Company; and (iiic) the minute books minutes and other records of the Company meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) (of the items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company’s certificate of incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock registerrecords, minute books and other records of the Company are accurate, up-to-up to date and complete in all material respects, and and, except as set forth in Part 2.2 of the Company Disclosure Schedule, have been maintained in accordance with Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven accurate and complete copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock register of the Company; and (iii) the minute books of the Company (including any actions taken by written consent or otherwise without a meeting) (the items described in the foregoing clauses “(i)”, “(ii)” and “(iii)” i)-(iii) of this Section 2.2 3.23 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or material corporate actions taken by, the stockholders of the Company, the Board of Directors of the Company or any committee of the Board of Directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock register, 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 Legal Requirements and prudent business practices in all material respects.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the certificate Company's Certificate of incorporation Incorporation and bylaws, including all amendments thereto, of the Company; (ii2) the stock register records of the Company; and (iii3) the minute books except as set forth in Part 2.2 of the Company Disclosure Schedule, 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the board of directors of the Company and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)board of directors of the Company. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Board board of Directors directors of the Company or any committee of the Board board of Directors directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. There has not been any violation of any of the Company Documentsprovisions of the Company's Certificate of Incorporation or bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company DocumentsCompany's stockholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.

Certificate of Incorporation and Bylaws; Records. The Company has delivered to TheMaven Parent accurate and complete copies of: (i1) the certificate Company’s Certificate of incorporation Incorporation and bylawsBylaws, including all amendments thereto, of the Company; (ii2) the Company Equity Incentive Plans, any other plan pursuant to which options or other equity awards are granted, and forms of all equity award agreements evidencing such equity awards; (3) the stock register records of the Company; and (iii4) the minute books except as set forth in Part 2.2 of the Company Disclosure Schedule, 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 items described in stockholders of the foregoing clauses “(i)”Company, “(ii)” the Company Board and “(iii)” all committees of this Section 2.2 being collectively referred to herein as the “Company Documents”)Board. There have been no formal meetings held of, or material corporate actions taken by, other proceedings of the stockholders of the Company, the Company Board of Directors of the Company or any committee of the Company Board of Directors of the Company that are not fully reflected in the Company Documentssuch minutes or other records. The Company’s Certificate of Incorporation and Bylaws of which copies are delivered to Parent are in full force and effect. There has not been any violation of any of the Company Documentsprovisions of the Company’s Certificate of Incorporation or Bylaws, and at no time has the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s stockholders, the Company DocumentsBoard or any committee of the Company Board. The books of account, stock registerrecords, 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 Legal Requirements and prudent business practices in all material respectspractices.