Charter Documents and Corporate Records Sample Clauses

Charter Documents and Corporate Records. Seller has delivered to Buyer complete and correct copies of (i) the articles of incorporation, bylaws and other charter or organizational documents of the Seller, including all amendments thereto, (ii) the stock records of the Seller, and (iii) the minutes and other records of the meetings and other proceedings of the shareholders and directors of the Seller. Seller 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 Seller that are not fully reflected in the appropriate minute books or other written records of Seller.
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 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 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. Cogenco has offered to provide to Purchaser true and complete copies of the Articles of Incorporation and Bylaws of Cogenco as in effect on the date hereof (which documents are also filed with the Securities and Exchange Commission). The minute books, or comparable records, of Cogenco are also available to Purchaser at its request and contain true and complete records of all meetings and resolutions of the Board of Directors (and any committee thereof) and shareholders of such entities since the time of organization of such entities and accurately reflect all transactions referred to in such minutes and consents in lieu of meeting.
Charter Documents and Corporate Records. The Company has heretofore caused to be delivered to Metromedia true and complete copies of the Certificates of Incorporation and By-laws, or comparable instruments, of the Company and each of the Subsidiaries as in effect on the date hereof and has made available for inspection the true and complete minute books of the Company and each of the Subsidiaries through the date hereof.
Charter Documents and Corporate Records. ZOI and its subsidiaries have delivered to CLMI complete and correct copies of (i) the articles of incorporation, bylaws and other charter or organizational documents of ZOI and its subsidiaries, including all amendments thereto, (ii) the stock records of ZOI and its subsidiaries, and (iii) the minutes and other records of the meetings and other proceedings of the shareholders and directors of ZOI and its subsidiaries. ZOI and its subsidiaries are not in violation or breach of (i) any of the provisions of their articles of incorporation, bylaws or other charter or organizational documents, or (ii) any resolution adopted by their shareholders or directors. There have been no meetings or other proceedings of the shareholders or directors of ZOI or its subsidiaries that are not fully reflected in the appropriate minute books or other written records of ZOI and its subsidiaries.
Charter Documents and Corporate Records. XXX has heretofore delivered to Liberator true and complete copies of the certificate of incorporation, by-laws and minute books, or comparable instruments, of XXX as in effect on the date hereof. The stock transfer books of XXX have been made available to Liberator for its inspection and are true and complete in all respects.
Charter Documents and Corporate Records. The Sellers have caused the Company to deliver to Purchaser true and complete copies of the Articles of Incorporation and By-laws (or comparable instruments) of the Company, as in effect on the date hereof. The stock and transfer books (or comparable documents) of the Company have been made available to Purchaser for its inspection and are true and complete. The Sellers have caused the Company to deliver to Purchaser true and complete copies of the minutes of meetings (or written consents in lieu of meetings) of the board of directors (and all committees thereof) and shareholders of the Company. To Sellers' knowledge after reasonable inquiry, all actions taken by the board of directors (and all committees thereof) and shareholders of the Company are reflected in such minutes, written consents and other documentation. All financial, business and accounting books, ledgers, accounts and official and other records relating to the Company and the Business have been properly and accurately kept and completed in all material respects, and, to the knowledge of Sellers, there are no material inaccuracies or discrepancies contained or reflected therein.
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.