Common use of Corporate Books and Records Clause in Contracts

Corporate Books and Records. The minute books and records of the Company and its Subsidiaries contain a true, complete and correct record of all material actions with respect to matters requiring board approval taken at all meetings and by all written consents in lieu of meetings of the boards of directors of the Company and its Subsidiaries, or any committees thereof, and shareholders of the Company and its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Castelle \Ca\), Agreement and Plan of Merger (Captaris Inc)

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Corporate Books and Records. The minute books and records of the Company and its Subsidiaries in all material respects contain a true, complete and correct record of all material actions with respect to matters requiring board approval taken at all meetings and by all written consents in lieu of meetings of the boards of directors of the Company and its SubsidiariesBoard, or any committees thereof, and shareholders stockholders of the Company. The stock ledger and related stock transfer records of the Company contain a true, complete and its Subsidiariescorrect record of the original issuance, transfer and other capitalization matters of the capital stock of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Safeguard Scientifics Inc), Agreement and Plan of Merger (Compucom Systems Inc)

Corporate Books and Records. The minute books and records of the Company and its Subsidiaries contain a true, complete and correct record of all material actions with respect to matters requiring board approval taken at all meetings and by all written consents in lieu of meetings of the boards of directors of the Company and its Subsidiaries, or any committees thereof, and shareholders stockholders of the Company and its SubsidiariesCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Captiva Software Corp)

Corporate Books and Records. The minute books and records of the Company and its Subsidiaries subsidiaries, as provided to Buyer, contain a true, complete and correct record of all material actions with respect to matters requiring board approval taken at all meetings and by all written consents in lieu of meetings of the boards of directors of the Company and its Subsidiaries, or subsidiaries and any committees thereof, and shareholders of the stockholders of the Company and its Subsidiariessubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rotonics Manufacturing Inc/De)

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Corporate Books and Records. The minute books and records of the Company and its the Subsidiaries contain a trueaccurate records, complete and correct record in all material respects, of all material actions with respect to matters requiring board approval taken at all and shareholder meetings and accurately reflect, in all material respects, all other actions taken by the shareholders, Boards of Directors and all written consents in lieu of meetings committees of the boards Boards of directors Directors of such entity. The share register of the Company and its Subsidiaries, or any committees thereof, the Subsidiaries completely and shareholders of accurately set forth the Company and its Subsidiariesinformation required to be included therein.

Appears in 1 contract

Samples: Share Purchase Agreement (Comverse Technology Inc/Ny/)

Corporate Books and Records. The minute books and records of the Company and its Subsidiaries contain a true, complete and correct record accurate records of all material actions with respect to matters requiring board approval taken at by the stockholders, boards of directors and all meetings and by all written consents in lieu of meetings committees of the boards of directors of the Company and its Subsidiaries, or any committees thereof, . All minute books and shareholders stock registers of the Company and its SubsidiariesSubsidiaries have been provided by the Company to Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Drugstore Com Inc)

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