Common use of Minute Books Clause in Contracts

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 6 contracts

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Nexprise Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

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Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to Parent contain each Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company’s representatives.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Foothills Resources Inc), Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.), Agreement and Plan (GoFish Corp.)

Minute Books. The minute books of Company and its subsidiaries the Company, as previously made available to Parent contain a and its representatives, contain, in all material respects, complete and accurate summary records of all meetings of directors and stockholders corporate actions or actions written consents by written consent since the time stockholders, Boards of incorporation of Company and the respective subsidiaries through the date of this AgreementDirectors, and reflect all transactions referred to in such minutes accurately in all material respectscommittees of the Boards of Directors of the Company.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company during the past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Dairy Fresh Farms Inc.), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (Sontra Medical Corp), Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.)

Minute Books. The minute books of Company and its subsidiaries the Company, as previously made available to Parent and its representatives, contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately records in all material respectsrespects of all material meetings of and corporate actions or written consents by the Company Stockholders and the Company Board.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Halifax Corp of Virginia), Agreement and Plan of Merger (Proxicom, Inc.)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective its subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Signalsoft Corp), Agreement and Plan of Merger (Quantum Corp /De/)

Minute Books. The minute books of Company and its subsidiaries made or to be made available to Parent contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (Tender Loving Care Health Care Services Inc/ Ny), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries from October 1, 1999 through the date of this Agreement, and reflect all material transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 3 contracts

Samples: Noncompetition Agreement (Emulex Corp /De/), Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (Vixel Corp)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company during the past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Sontra Medical Corp), Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or shareholders and all actions by written consent since the time of incorporation of Company and the respective subsidiaries Company, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Dry Cleaning Corp), Agreement and Plan of Merger (Us Dry Cleaning Corp)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (SSP Solutions Inc)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of Parent since the time of incorporation of Company inception and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alpha Security Group CORP), Agreement and Plan of Merger (Alyst Acquisition Corp.)

Minute Books. The minute books of the Company and its subsidiaries each Company Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since the time of incorporation of the Company and or such Company Subsidiary, as the respective subsidiaries case may be, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.), Agreement and Plan of Merger (PMC Sierra Inc)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since the time of incorporation of the Company and or such Subsidiary, as the respective subsidiaries case may be, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (US Oncology Holdings, Inc.)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp), Agreement and Plan of Merger (Phone Com Inc)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsits Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sunpower Corp), Agreement and Plan of Merger (Sunpower Corp)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 2 contracts

Samples: Registration Rights Agreement (Quiksilver Inc), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (SSP Solutions Inc)

Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to Parent contain each Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc), Agreement and Plan of Merger (Aslahan Enterprises Ltd.)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of the time of incorporation of Company and the respective subsidiaries Subsidiaries during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stratasys Inc), Agreement and Plan of Merger and Reorganization (Saflink Corp)

Minute Books. The minute books of each of the Company and its subsidiaries made available Subsidiaries have been provided to the Parent contain a complete and accurate summary of all meetings of directors are true and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately correct in all material respects; they contain the duly signed minutes of all meetings, and all resolutions, of the boards of directors and shareholders (but excluding minutes of meetings and resolutions passed by committees of such boards).

Appears in 1 contract

Samples: Support Agreement (Millennium Pharmaceuticals Inc)

Minute Books. The minute books of the Company and its subsidiaries made available Made Available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Five9, Inc.)

Minute Books. The minute books of Company Parent and its subsidiaries Subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders Stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries Parent through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shopping Com LTD)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders Stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shopping Com LTD)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent are the only minute books of such entities and contain a complete minutes of all substantive decisions and accurate summary of matters considered at all meetings of directors (or committees thereof) and stockholders or of such entities and include copies of all board and stockholder actions by written consent since the time of incorporation of Company and the respective subsidiaries through inception to the date of this Agreement, and reflect all transactions referred delivery to in such minutes accurately in all material respectsParent.

Appears in 1 contract

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

Minute Books. The minute books of Company and its subsidiaries made or to be made available to Parent prior to the date hereof contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E-Medsoft Com)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Security Group CORP)

Minute Books. The minute books of the Company and its subsidiaries made available the Project Companies delivered to Parent contain a complete and accurate summary of all meetings of directors directors, managers, members and stockholders stockholders, as applicable, or actions by written consent by the same since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsProject Companies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Solar, Inc.)

Minute Books. The minute books of the Company and its subsidiaries each Company Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries each Company Subsidiary through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)

Minute Books. The minute books of Company and its subsidiaries Subsidiaries have been made available to Parent or its counsel and contain a complete and accurate summary of all actions taken, approved or authorized at meetings of directors and stockholders or actions by written consent since the time by directors and shareholders from their respective times of incorporation of Company and the respective subsidiaries through to the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Support Agreement (Witness Systems Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries during the past three years (or since inception, if the Company has been in existence for less than three years) and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Plan of Reorganization (Kana Communications Inc)

Minute Books. The minute books of the Company provided to the Parent contain all resolutions adopted by directors and shareholders of the Company since the incorporation of the Company and its subsidiaries made available to Parent contain a complete fairly and accurate summary of accurately reflect, in all meetings of directors material respects, all matters and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsor written consents.

Appears in 1 contract

Samples: Ivillage Inc

Minute Books. The All minute books of Company and its subsidiaries have been made available to Parent and the minute books contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects. There are no material actions taken by Company or its board of directors (or any committee thereof) or shareholders which are not summarized or described in the minutes of Company provided to Parent.

Appears in 1 contract

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

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through three business days before the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementCompany, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zygo Corp)

Minute Books. The minute books of Company and its subsidiaries ------------ made available to Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreementits subsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

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Minute Books. The All minute books of Company and its subsidiaries have been made available to Parent and the minute books contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects. There are no material actions taken by Company or its board of directors (or any committee thereof) or stockholders which are not summarized or described in the minutes of Company provided to Parent.

Appears in 1 contract

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

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent the Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past two years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (COMMITTED CAPITAL ACQUISITION Corp)

Minute Books. The minute books of the Company and its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vicinity Corp)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of directors or stockholders since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsits subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)

Minute Books. The minute books of Company and its subsidiaries made ------------ available to Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreementits subsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)

Minute Books. The minute books books, if any, of Company Parent and its subsidiaries made available to each Parent contain Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (High Tide Ventures, Inc.)

Minute Books. The minute books of Company Parent and its subsidiaries made available to Parent Company contain a substantially complete and substantially accurate summary of all meetings of directors and stockholders Shareholders or actions by written consent since the time of incorporation of Company Parent and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E-Medsoft Com)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of the board of directors or any committee thereof and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synergy 2000 Inc)

Minute Books. The minute books of the Company and each of its subsidiaries made available Subsidiaries provided to counsel for Parent contain a complete and reasonably accurate summary of all meetings each meeting of directors (or committees thereof) or stockholders of the Company and stockholders or each of its Subsidiaries and actions by written consent since of the directors or stockholders of the Company and each of its Subsidiaries between the time of incorporation of the Company or the formation of the applicable Subsidiary, as the case may be, and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectshereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects Sa)

Minute Books. The minute books of Company and its subsidiaries made available to Parent or its counsel contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective its subsidiaries through the date of this Agreement, and reflect all material transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interwave Communications International LTD)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and an accurate in all material respects summary of all meetings of directors directors, committees and stockholders or and all actions by written consent since for the time of incorporation of Company and the respective subsidiaries through five year period prior to the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allegro Microsystems, Inc.)

Minute Books. The minute books of the Company and each of its subsidiaries Subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of the Company and the its respective subsidiaries through the date of this AgreementSubsidiaries, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synova Healthcare Group Inc)

Minute Books. The minute books of Company and its subsidiaries Subsidiary made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementSubsidiary, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bio Technology General Corp)

Minute Books. The minute books of the Company and its subsidiaries made available Subsidiaries Made Available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Measuring Instruments LTD)

Minute Books. The minute books of each Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or shareholders and all actions by written consent since the time of incorporation of Company and the respective subsidiaries each Company, through the date of this Agreement, and reflect all transactions and other corporate actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Master Purchase Agreement (Us Dry Cleaning Corp)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of Parent since the time of incorporation of Company December 31, 2003 and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Minute Books. The minute books and the stock records of the Company and its subsidiaries made available to Parent contain a complete and accurate summary in all material respects of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects, and reflect all transactions in shares of the Company’s capital stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc)

Minute Books. The minute books of Company and its subsidiaries made available to Parent contain a complete and accurate summary of all material aspects of all meetings of directors and stockholders shareholders, and all resolutions or actions by written consent by directors or shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Escrow Agreement (Getthere Com)

Minute Books. The minute books of Company and its subsidiaries made available to ------------ Parent contain a complete and accurate fair summary of all meetings of directors and stockholders or actions by written consent of directors and shareholders since the time of incorporation of Company and the respective subsidiaries through the date of this AgreementCompany, and reflect all transactions actions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Plan of Reorganization (Kana Communications Inc)

Minute Books. The minute books of the Company and its subsidiaries that were made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent thereof since the its time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chart Industries Inc)

Minute Books. The minute books of Company Parent and its subsidiaries Subsidiaries made available to Parent the Company contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries such entities through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectsaccurately.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp)

Minute Books. The Xxx minute books books, if any, of Company Parent and its subsidiaries made available to each Parent contain Subsidiary contain, in all material respects, a complete and accurate summary of all meetings of directors and stockholders or actions by written consent resolutions since the time of incorporation organization of Company and the respective subsidiaries each such corporation through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in and resolutions accurately, except for omissions which are not material. Parent has provided true and complete copies of all material respectssuch minute books, if any, to the Company's representatives.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (CCP Worldwide Inc)

Minute Books. The copies of the minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately that is complete in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Luna Innovations Inc)

Minute Books. The minute books of the Company and its subsidiaries made available to Parent contain a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of the Company and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respectswith the exception of approval of this agreement which minutes shall be provided to Parent prior to Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)

Minute Books. The minute books of Company and its subsidiaries Parent made available to Parent Company contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since of Parent during the time of incorporation of Company past three years and the respective subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp)

Minute Books. The minute books of Company and its subsidiaries Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and stockholders shareholders or actions by written consent since the time of incorporation of Company and the respective subsidiaries its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alyst Acquisition Corp.)

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