Common use of Minute Books Clause in Contracts

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 11 contracts

Samples: Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Reorganization (Tibco Software Inc), Agreement and Plan of Reorganization (Adaptec Inc)

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Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Artisan Components Inc), Agreement and Plan of Reorganization (Zapworld Com), Agreement and Plan of Reorganization (Informix Corp)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time date of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Numerical Technologies Inc), Agreement and Plan of Reorganization (Talk City Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books minutes of the Company and contain a reasonably accurate summary of all meetings of directors the Board of Directors (or committees thereof) of the Company and its stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cybergold Inc), Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tut Systems Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or including committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company contain complete and contain a reasonably accurate summary minutes of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Sagent Technology Inc), Agreement and Plan of Merger (Collegelink Com Incorp), Agreement and Plan of Reorganization (Cybermedia Inc)

Minute Books. The minute books of the Company made available provided to counsel ------------ for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Summit Design Inc), Agreement and Plan of Reorganization (Critical Path Inc)

Minute Books. The minute books of the Company Parent made available to counsel for Parent the Company are the only minute books of the Company Parent and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyParent.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp), Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Reorganization (Healtheon Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary summaries of all meetings of directors the Board of Directors (or committees thereof) of the Company and its stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Critical Path Inc), Merger Agreement and Plan of Reorganization (Critical Path Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.. 2.18

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the CompanyCompany through the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Niku Corp), Voting Agreement (Niku Corp)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors managers (or committees thereof) and stockholders Members or actions by written consent since the time date of incorporation of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Minute Books. The minute books of the Company made available to counsel for Parent Buyer are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders or shareholders and actions by written consent of directors or shareholders since the time of incorporation of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary summaries of all meetings of directors the Board of Directors (or committees thereof) of the Company and stockholders its shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Digitalthink Inc), Non Competition Agreement (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Summit Design Inc), Agreement and Plan of Reorganization (Critical Path Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all actions taken at meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoplesoft Inc)

Minute Books. The minute books of the Company made available to Parent ------------ or counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all formal meetings of directors (or and committees thereof) and stockholders or actions by written consent since the time of incorporation formation of the Company.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Minute Books. The minute books of Holdings and the Company made available to counsel for Parent are the only minute books of Holdings and the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of Holdings and the Company.. 2.18

Appears in 1 contract

Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings each meeting of directors (or committees thereof) or stockholders of the Company and stockholders or actions by written consent since of the directors or stockholders of the Company between the time of incorporation of the CompanyCompany and the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)

Minute Books. The minute books of the Company made available provided to counsel ------------ for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (International Network Services)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company contain complete and contain a reasonably accurate summary minutes of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Flycast Communications Corp)

Minute Books. The minute books of the Company Parent and Buyer made available to ------------ counsel for Parent the Company are the only minute books of the Company Parent and Buyer and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyParent and Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Carsdirect Com Inc)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders Shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (CKS Group Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only complete minute books of the Company and contain a reasonably the accurate summary text of all meetings resolutions passed by the Company's board of directors (or committees thereof) and stockholders shareholders either at meetings or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (8x8 Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary and complete description, in all material respects, of all meetings of directors (or including committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.. 2.18

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company and its subsidiaries made available to counsel for Parent and Buyer are the only minute books of the Company and contain its subsidiaries and contain, in all material respects, a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation the amalgamation of the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Edwards J D & Co)

Minute Books. The minute books of the Company Parent made available to counsel ------------ for Parent the Company are the only minute books of the Company Parent and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyParent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time date of incorporation of the Company.

Appears in 1 contract

Samples: Employment Agreement (Platinum Software Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or shareholders and include copies of all board and shareholder actions by written consent since from the time of incorporation of the Companypast five years.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (K2 Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings each meeting of directors (or committees thereof) or shareholders of the Company and stockholders or actions by written consent since of the directors or shareholders of the Company between the time of incorporation of the CompanyCompany and the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avocent Corp)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Minute Books. The minute books of the Company made available Parent and its Subsidiaries provided to counsel for Parent the Company are the only minute books of the Company Parent and its Subsidiaries and contain a reasonably accurate summary summaries of all of the actions taken at meetings and actions by written consent of directors (or including committees thereof) of Parent and stockholders its Subsidiaries, and contain accurate summaries of all of the actions taken at Parent stockholder meetings or actions by written consent since the time of incorporation of the CompanyParent.

Appears in 1 contract

Samples: Voting Agreement (Autotradecenter Com Inc)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary summaries of all of the actions taken at meetings and actions by written consent of directors (or including committees thereof) of the Company, and stockholders contain accurate summaries of all of the actions taken at any Company stockholder meetings or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Voting Agreement (Autotradecenter Com Inc)

Minute Books. The minute books of the Company made available to counsel for Parent (a) are the only minute books of the Company Company, and contain a reasonably accurate summary of (b) accurately reflect all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since of the time board of incorporation directors or shareholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)

Minute Books. The minute books of the Company and the Subsidiaries made available to counsel for Parent are the only minute books of the Company and the Subsidiaries and contain a reasonably accurate summary true and correct copies of all meetings resolutions adopted by the Boards of directors Directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyCompany or the Subsidiary, as the case may be.

Appears in 1 contract

Samples: Indemnity Agreement (Peregrine Systems Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are contain complete and accurate copies of all minutes, to the only minute books extent recorded, for meetings held, and written consents delivered, by the stockholders and Board of Directors of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company. At the Closing, the minute books of the Company will be in the possession of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books minutes of the Company and contain a reasonably accurate summary of all meetings of directors the Board of Directors (or committees thereof) of the Company and stockholders its shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tut Systems Inc)

Minute Books. The minute books of the Company made available to counsel for Parent through the Effective Time are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are contain records of all material actions taken, and summaries of all meetings held, by the only minute books Stockholders and the Board of Directors of the Company (and contain a reasonably accurate summary of all meetings of directors (or any committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company, and such minute books are complete and accurate in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary all of all meetings the votes and consents adopted by the Company's board of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inktomi Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary and complete description of all meetings of directors (or committees thereof) and stockholders or actions by written consent of directors (including committees thereof) and shareholders since the time of incorporation inception of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to ------------ Parent or counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or and committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation formation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Software Com Inc)

Minute Books. The minute books of the Company to be made available to counsel for Parent during the due diligence period described in Section 5.20 are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary in all material respects of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary and complete description of all meetings or actions by written consent of directors (or including committees thereof) and stockholders or actions by written consent since the time of incorporation inception of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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Minute Books. The Except as set forth in Schedule 2.17, the minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

Minute Books. The minute books of the Company (including Company ------------ Sub) made available to counsel for the Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders Shareholders or actions by written consent since the time of incorporation of the CompanyCompany and the Company Sub.

Appears in 1 contract

Samples: Share Purchase Agreement (Carsdirect Com Inc)

Minute Books. The minute books of the Company and each of its Subsidiaries, if any, made available to counsel for Parent are the only minute books of the Company and such Subsidiary and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyCompany and such Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all actions taken at such meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Minute Books. The minute books book of the Company made available to counsel for Parent are is the only minute books book of the Company and contain contains a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)

Minute Books. The minute books of the Company and each Subsidiary ------------ made available to counsel for Parent are the only minute books of the Company and such Subsidiaries and contain a reasonably accurate summary summaries of all meetings or actions by written consent of directors the Boards of Directors (or committees thereof) and stockholders or actions by written consent shareholders of the Company and each Subsidiary since the time of incorporation of the CompanyCompany and each Subsidiary, respectively.

Appears in 1 contract

Samples: Acquisition Agreement (Sun Microsystems Inc)

Minute Books. The minute books of the Company made available to counsel for Parent Buyer are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Scientific Technologies Inc)

Minute Books. The minute books book of the Company made available to counsel for the Parent are is the only minute books book of the Company and contain a reasonably contains an accurate summary of all material meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of respective incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Transmission Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company. The Company is in full compliance with all of the terms and provisions of its Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Storage Computer Corp)

Minute Books. The minute books minutes of corporate proceedings and consents of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all the meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Companyreferred to therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Associates Inc)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Impact Inc /De/)

Minute Books. The minute books of the Company made available to counsel for Parent and Buyer are the only minute books of the Company and contain a reasonably contain, the text of all resolutions passed and an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation the amalgamation of the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Zapme Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Data Dimensions Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all the actions taken at meetings of managers or directors (or committees thereof) and stockholders the Members or actions by written consent since the time of incorporation organization of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Argonaut Technologies Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary and complete description of all meetings of directors (or including committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.. 2.18

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Associates Inc)

Minute Books. The minute books of the Company made available to Parent or counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all formal meetings of directors (or and committees thereof) and stockholders or actions by written consent since the time of incorporation formation of the Company.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or shareholders and include copies of all board and shareholder actions by written consent since the time of incorporation of the Company’s inception.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valueclick Inc/Ca)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary summaries of all of the actions taken at meetings and actions by written consent of directors (or including committees thereof) of the Company, and stockholders contain accurate summaries of all of the actions taken at Company stockholder meetings or actions by written consent since the time of incorporation of the Company. The Company does not keep minute books for any of its subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Edwards J D & Co)

Minute Books. The minute books of the Company made available to ------------ counsel for the Parent are the only complete minute books of the Company and contain a reasonably the accurate summary text of all meetings resolutions passed by the Company's board of directors (or committees thereof) and stockholders shareholders either at meetings or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Amalgamation (Numerical Technologies Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all actions taken at such meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Minute Books. The minute books of the Company made available to ------------ counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the CompanyCompany until the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Minute Books. The minute books of the Company made available and each of its subsidiaries furnished to Parent and counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of its subsidiaries and, except as set forth on Schedule 2.17, accurately reflect all meetings of directors (or including committees thereof) and stockholders or actions by written consent of the board of directors or the Company Stockholders and its subsidiaries since the time of incorporation of the CompanyCompany and its subsidiaries, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Informatica Corp)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.. 2.18

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Minute Books. The minute books of the Company made available to counsel for Parent (a) are the only minute books of the Company Company, and contain a reasonably accurate summary of (b) accurately reflect all meetings of directors (or committees thereof) and stockholders or actions by written consent since of the time board of incorporation directors or stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Russo Paul M)

Minute Books. The minute books of the Company made available to Parent and counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all actions taken at meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.or

Appears in 1 contract

Samples: Non Competition, Non Solicitation and Non Hire Agreement (Peoplesoft Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company contain complete and contain a reasonably accurate summary minutes of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Epic Design Technology Inc /Ca/)

Minute Books. The minute books of the Company Parent made available to counsel for Parent the Company are the only minute books of the Company Parent and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.of

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Storage Computer Corp)

Minute Books. The minute books of the Company made available provided to counsel for Parent are the only minute books of the Company and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders shareholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

Minute Books. The minute books of the Company made available to counsel for Parent are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company. The Company is in full compliance with all of the terms and provisions of its Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (North American Scientific Inc)

Minute Books. The minute books of the Company and each Subsidiary made available to counsel for Parent are the only minute books of the Company and each Subsidiary and contain a reasonably accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the CompanyCompany and each Subsidiary. The Company and each Subsidiary is in full compliance with all of the terms and provisions of its Articles of Incorporation and Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc)

Minute Books. The minute books of the Company made available to counsel ------------ for Parent Buyer are the only minute books of the Company and contain a reasonably an accurate summary of all meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metatools Inc)

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