Common use of Records of the Company Clause in Contracts

Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were provided to the Purchaser are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to the Purchaser for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contained the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting within the past 10 years. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gerald Stevens Inc/)

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Records of the Company. The copies of the respective articles of incorporation and bylaws of the Company which were provided to the Purchaser Republic are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to the Purchaser Republic for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contained contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting within the past 10 yearssince incorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserRepublic, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

Records of the Company. The copies Copies of the articles of incorporation and bylaws by-laws of the Company which were have been provided to the Purchaser and such copies are true, accurate and substantially complete and reflect all amendments made through the date Closing Date. Copies of this Agreement. The the minute books for the Company have been provided or made available to the Purchaser for review were correct and complete in all material respects as of the date of such reviewcopies are true, accurate and substantially complete, no further entries have been made through the date of this AgreementClosing Date, such minute books contained contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting within since the past 10 yearsinception of the Company. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and completed in all material respectssubstantially completed, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the Purchaser, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Steinway Musical Instruments Inc)

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Records of the Company. The copies of the articles of incorporation and bylaws of the Company which were has provided to the Purchaser are Parent with true, accurate and complete copies of the Company’s articles of incorporation and bylaws, each as currently in effect, and such copies reflect all amendments made through the date of this Agreement. The minute books for of the Company made available to the Purchaser Parent for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contained the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders Company Shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting within the past 10 years. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein. The stock ledgers of the Company, as previously made available to the PurchaserParent, contain accurate and complete records of all issuances, transfers reported to the Company and cancellations of shares of the capital stock of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trintech Group PLC)

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