Charter Documents; Records. The Company has delivered to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association, constitution or equivalent governing documents, including all amendments thereto, of each of the Acquired Entities (the “Charter Documents”); and (b) 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 stockholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Entities since inception, which minutes or other records contain a summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consent since inception. All actions taken and all transactions entered into, in each case since inception, by each of the Acquired Entities that required approval by the board of directors (or other similar body) and/or stockholders of an Acquired Entity under applicable Law, Contracts or the Charter Documents of the Acquired Entity, have been duly approved by all necessary action of the board of directors (or other similar body) and/or stockholders of such Acquired Entity. There has been no violation of any of the provisions of the Charter Documents of any Acquired Entity. The stock records and minute books of each of the Acquired Entities are accurate and complete in all material respects.
Charter Documents; Records. The Company has made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”); (b) the stock or share records of the Company; and (c) 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 stockholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of the Company, which minutes or other records contain a complete summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consent. All actions taken and all transactions entered into by the Company have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of the Company. There has been no violation of any of the provisions of the Charter Documents of the Company, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by its stockholders, board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock 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 and all applicable Legal Requirements.
Charter Documents; Records. The Company has made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company as in effect on the date hereof (the “Charter Documents”); and (b) 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 stockholders or members, the board of directors and all committees of the board of directors of the Company during the last five (5) years, which minutes or other records contain a complete summary of all meetings of directors and stockholders, and all actions taken thereat or by written consent during the last five (5) years. All actions taken and all transactions entered into by the Company that were required to have been approved by the board of directors of the Company have been duly approved by all necessary action of the board of directors of the Company. All actions taken and all transactions entered into by the Company that were required to have been approved by the stockholders of the Company have been duly approved by all necessary action of the stockholders of the Company. There has been no material violation of any of the provisions of the Charter Documents, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s stockholders, board of directors or any committee of the board of directors. The books of account, stock 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 and all applicable Legal Requirements.
Charter Documents; Records. 3 2.3 Capitalization..................................................................................3 2.4
Charter Documents; Records. The Company has made available to Parent or its Representatives accurate and complete copies of: (a) the certificate of incorporation and bylaws, including all amendments thereto, of the Company (the “Charter Documents”); and (b) 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 stockholders and the board of directors of the Company (including all predecessors and subsidiaries). The Company is not in material violation of any of its Charter Documents.
Charter Documents; Records. The Company has delivered to Parent accurate and complete copies of: (A) Charter documents of the Company, including all amendments thereto; (B) the stock records of the Company; and (C) 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 stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of 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 such minutes or other records. Except as set forth in Part 5.2 of the Disclosure Schedule, there has not been any violation of any of the provisions of the Company's Charter documents, nor has the Company taken any action that is inconsistent with any resolution adopted by the Company's stockholders, the Company's board of directors or any committee of the Company's board of directors, which would have a Material Adverse Effect on the Company. Except as set forth in Part 5.2 of the Disclosure Schedule, the books of account, stock 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.
Charter Documents; Records. The Company has made available to Parent accurate and complete copies of: (a) the certificate of incorporation and bylaws, memorandum of association and articles of association or equivalent governing documents, including all amendments thereto, of each of the Acquired Companies (the “Charter Documents”); (b) the stock or share records of each of the Acquired Companies; and (c) 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 stockholders or members, the board of directors (or other similar body) and all committees of the board of directors (or other similar body) of each of the Acquired Companies, which minutes or other records contain a complete summary of all meetings of directors, stockholders and members, and all actions taken thereat or by written consent. All actions taken and all transactions entered into by each of the Acquired Companies have been duly approved by all necessary action of the board of directors (or other similar body) and stockholders of each of the Acquired Companies if such approval was required. There has been no violation of any of the provisions of the Charter Documents of any of the Acquired Companies, and no Acquired Company has taken any action that is inconsistent in any material respect with any resolution adopted by such Acquired Company’s stockholders or members, board of directors (or other similar body) or any committee of the board of directors (or other similar body). The books of account, stock records, minute books and other records of each of the Acquired Companies are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices and all applicable Legal Requirements.
Charter Documents; Records. (a) Schedule 8.4(a)(i) includes a true and correct list of the articles of association, partnership agreements, memorandum of association, deeds of incorporation, and certificates of good standing (collectively “Charter Documents”) of the Target Group Companies, as applicable. Such Charter Documents are presently valid and in force and no changes have been resolved or will be resolved, except for changes relating to the Transaction contemplated in this Agreement. There are no ancillary agreements relating to the constitution and organization of the Target Group Companies.
Charter Documents; Records a. Schedule 7.2(a)(i) includes a true and correct list of the articles of association, memorandum of association, deeds of incorporation, certificates of good standing (collectively “Charter Documents”) of the Company and its Subsidiaries, as applicable. Such Charter Documents are presently valid and in force and no changes have been resolved or will be resolved, except for changes relating to the transaction contemplated in this Agreement. There are no ancillary agreements relating to the constitution and organization of the Acquired Companies except for the Shareholder Agreements and those agreements listed in Schedule 7.2(a)(ii).
Charter Documents; Records. The Sellers have delivered to Buyer accurate and complete copies of: (A) e-Wise Holdings’ Memorandum and Articles of Association and e-Wise’s Unit Trust Agreement, including all amendments thereto (the “Charter Documents”); (B) e-Wise Holdings’ share records and e-Wise’s unit records; and (C) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of e-Wise Holdings’ shareholders and e-Wise’s unit holders, e-Wise Holdings’ Board of Directors and all committees of the Board of Directors. There have been no formal meetings or other proceedings of e-Wise Holdings shareholders, board of directors any committee thereof or of e-Wise’s trust unit holders that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Charter documents, nor has e-Wise Holdings taken any action that is inconsistent with any resolution adopted by its shareholders, its board of directors or any committee thereof, nor has e-Wise taken any action that is inconsistent with any resolution adopted by its trust unit holders. The share records, trust unit records, minute books and other records of e-Wise and e-Wise Holdings are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices. Without derogating from the generality of the above all transfers of e-Wise Holdings’ shares and e-Wise’s trust units of from Xx. Xxxxx Xxxxxxx to Xxxxxxx were made in accordance with e-Wise Holdings and e-Wise Charter Documents and any applicable law and Contract.
