Conversion to a Delaware Corporation Sample Clauses

Conversion to a Delaware Corporation. 2.1. After the consummation of the Merger and subject to, and following the receipt of, the shareholder approval to be sought pursuant to Section 9.2 hereof, in accordance with the provisions of Section 1980 of the PBCL and Section 265 of the Delaware General Corporation Law (the “DGCL”), Surviving Company shall be converted from a Pennsylvania corporation into a Delaware corporation (the “Corporate Conversion”). 2.2. In accordance with Section 265(f) of the DGCL, IDCC shall be deemed to be the same entity as a Delaware corporation as it was as a Pennsylvania corporation and all rights, privileges, powers, property (real, personal or mixed), debts due and all other things and causes of action belonging to IDCC prior to the Corporate Conversion shall remain vested in IDCC following the Corporate Conversion and, without any transfer or other action on the part of IDCC, shall be the rights, privileges, powers, property (real, personal or mixed), debts due and all other things and causes of action of IDCC following the Corporate Conversion. 2.3. As part of the Corporate Conversion, the Articles of Incorporation of IDCC will, without the need for any action on the part of any person, be automatically replaced with the Certificate of Incorporation to be filed in Delaware pursuant to Section 7.2 hereof. The By-laws of IDCC will remain unchanged as a result of the Corporate Conversion.

Conversion to a Delaware Corporation. Each Securityholder agrees that, at the request of both of the CVC US Securityholder Representative and the FP Securityholder Representative, it will vote its Eligible Securities or execute written consents or tender its Eligible Securities in an exchange offer, as the case may be, and take all other necessary action (at the sole cost and expense of the Company) in order to cause the Company to be converted into a Delaware corporation or to become the wholly-owned subsidiary of a newly-formed Delaware corporation, which Delaware corporation will entitle the Securityholders to substantially the same rights with respect to the securities received in exchange for their Eligible Securities of the Company to which they are entitled under the terms of the Common Units, the Preferred Units and any New Securities of the Company and this Agreement; provided, that upon the consummation of such transaction or exchange, all of the holders of each series or class of Eligible Securities will be entitled to receive the same type, class and proportionate number of securities of such Delaware corporation as each other Securityholder of securities of the same class.

Conversion to a Delaware Corporation. Each Member hereby agrees that, upon the unanimous consent of the Managers to convert the Company into a Delaware corporation, each Manager is authorized to take all such actions and execute all such documents and agreements as are necessary or advisable to effect such conversion into a Delaware corporation, including, but not limited to, the execution of (a) a plan of conversion, (b) a certificate of conversion and (c) a certificate of incorporation for the resulting Delaware corporation.