Certificate of Incorporation and Constitution Records Clause Samples

Certificate of Incorporation and Constitution Records. (a) The Vendors have delivered to the Purchaser accurate and complete copies of: (i) the Company's certificate of incorporation and Constitution, including all amendments thereto; (ii) the shareholding records of the Company; 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 Company, the board of directors of the Company and all committees of the board of directors of the Company. (b) There has not been any violation of any of the provisions of the Company's constitution or of any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (c) The books of account, shareholder records, and other records (but not the minute book) of the Company 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 Company are in the actual possession and direct control of the Company.

Certificate of Incorporation and Constitution Records. (a) The Vendor has delivered to the Purchaser accurate and complete copies of: (i) the Company's certificate of incorporation and constitution, including all amendments thereto; (ii) the shareholding records of the Company; 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 Company, the board of directors of the Company and all committees of the board of directors of the Company. To the best of the Vendor's Knowledge there have been no meetings or other proceedings of the shareholders 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 such minutes or other records. (b) There has not been any violation which would be considered material by a reasonable purchaser for value of the Sale Shares of any of the provisions of the Company's constitution or of any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (c) To the best of the Vendor's Knowledge the books of account, shareholder records, minute books and other records of the Company 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 Company are in the actual possession and direct control of the Company. To the best of the Vendor's Knowledge the Company has in place an adequate and appropriate system of internal controls.

Certificate of Incorporation and Constitution Records. (a) The Vendors have delivered to the Purchaser accurate and complete copies of: (i) the Company's certificate of incorporation and Constitution, including all amendments thereto; (ii) the shareholding records of the Company; (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 Company, the board of directors of the Company and all committees of the board of directors of the Company; and (iv) the shareholders agreement dated 31 December 1997. There have been no meetings or other proceedings of the shareholders 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 such minutes or other records and which would be considered material for consideration by a Purchaser for value of the Sale Shares acting reasonably. (b) There has not been any violation of any of the provisions of the Company's Constitution or of any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (c) The books of account, shareholder records, minute books and other records of the Company 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 Company are in the actual possession and direct control of the Company or the advisers or agents of the Company.

Certificate of Incorporation and Constitution Records. (a) There has not been any violation of any of the provisions of the Company's constitution or of any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation. (b) The books of account, shareholder records, minute books and other records of the Company are accurate, up-to-date and complete, and have been maintained in accordance with sound business practices. All of the records of the Company are in the actual possession or direct control of the Company. The Company has in place an adequate and appropriate system of internal controls in respect of each of its businesses.