DELAWARE CORPORATION Sample Clauses

DELAWARE CORPORATION. This Agreement between Integrated Carbonics Corp., a Nevada corporation (herein referred to as "Nevada") and Integrated Carbonics Corp., a Delaware corporation, (herein referred to as "Delaware") is entered into this 30th day of October, 1997 (herein referred to as the "Effective Date") in Las Vegas, Nevada. This plan of reorganization shall be a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, as amended. Delaware shall merge into purchaser pursuant to agreement of merger where the separate corporation existence of Delaware shall cease, and shareholders shall receive common stock of Nevada. In order to consummate the above plan or reorganization and in consideration of the mutual benefits to be derived and the mutual agreements contained herein, Nevada, Delaware and the shareholders approve and adopt this agreement and plan of reorganization.
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DELAWARE CORPORATION. By: /s/ Xxxxx X. Xxxx -------------------------------------- Xxxxx X. Xxxx President and Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxx. Xxxxx 000 Xxxxxxxxx, XX 00000 PURCHASER: /s/ Xxxxxxx X. Xxxxx ----------------------------------------- XXXXXXX X. XXXXX Address: --------------------------------- -------------------------------------- -------------------------------------- CO-FOUNDERS: /s/ Xxxxx X. Xxxx ----------------------------------------- XXXXX X. XXXX /s/ Xxxxx X. Xxxxx ----------------------------------------- XXXXX X. XXXXX /s/ Xxxxxxx Xxxxxx ----------------------------------------- XXXXXXX XXXXXX ATTACHMENTS: Exhibit A -- Stock Assignment Separate from Certificate Exhibit B -- Joint Escrow Instructions Exhibit C -- Section 83(b) Election
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DELAWARE CORPORATION. BY: ---------------------------- TITLE: ---------------------------- Address: 805 X XXXXX XX, XXXXX 000 XXXXX, XX 00000 Xxderal ID or Social Security Number: 95-3000000
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DELAWARE CORPORATION. Notwithstanding anything to the contrary in the Lease or any documents thereto, New Focus, Inc. is a Delaware Corporation not a California Corporation.
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DELAWARE CORPORATION. 4.1. The Company has been formed as a corporation pursuant to the laws of the State of Delaware. 4.2. All contributions made by the Investor hereunder shall be deposited in the Company’s (or its designee’s) production account at a financial institution to be designated by Company. 4.3. The management of the Company is vested solely in the officers and similar designee’s of the Company. 4.4. The lnvestor shall be considered a “passive investor” of the Company and have no voting rights. In the event of any conflict between the terms of the Operating Agreement and this Agreement, the terms of this Agreement shall prevail. 4.5. The Company is organized for the purposes of developing, producing, and exploiting the Picture and other films.
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DELAWARE CORPORATION. The Parties hereby agree to amend the Preamble to the Joint Venture Agreement by replacing the words "Pennsylvania, U.S.A." in the first sentence and inserting "Delaware, U.S.A." in lieu thereof.
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DELAWARE CORPORATION. BY: /s/ GEORXX XXXXXXXXX -------------------------------------- GEORXX XXXXXXXXX, XXESIDENT BY: /s/ NANCX X. XXXXXXXX -------------------------------------- NANCX X. XXXXXXXX, XXO LENDER:
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Related to DELAWARE CORPORATION

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Corporation A. For any Concessionaire that presents itself or represents itself as a corporation operating or doing business in the State of New Jersey, all papers of incorporation, including authorized agents for receipt of legal documents, shall be provided to Department, along with renewals, changes, or any other documents that in any way affect the current or future status of Concessionaire as a legal corporation. B. Concessionaire shall adopt the required corporate or partnership resolution, as applicable, authorizing the execution of the Agreement by Concessionaire. Concessionaire shall submit a copy of said resolution to Department prior to execution of the Agreement by Department. C. Prior to the Effective Date of the Agreement, Concessionaire shall provide the Department with a completed Ownership Disclosure Form pursuant to N.J.S.A. 52:25-24.2.

  • Delaware A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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