Common use of Conversion Transaction Clause in Contracts

Conversion Transaction. Prior to the Merger, the Shareholders and the Company shall file with the Secretary of State of __________________ an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations. Shareholders shall form a new professional entity (the "New Corporation") on or before Closing under which it shall conduct its orthodontic practice and which new entity shall own any assets of the orthodontic practice required by applicable law to be owned by the orthodontic practice.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Orthalliance Inc), Agreement and Plan of Reorganization (Orthalliance Inc), Agreement and Plan of Reorganization (Orthalliance Inc)

AutoNDA by SimpleDocs

Conversion Transaction. Prior to the MergerClosing Date, the Shareholders Shareholder and the Company shall file with the Secretary of State of __________________ an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations. Shareholders Shareholder shall form a new professional entity (the "New Corporation") on or before Closing under which it shall conduct its orthodontic practice and which new entity shall own any assets of the orthodontic practice required by applicable law to be owned by the orthodontic practice.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Orthalliance Inc)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!