DELAWARE CORPORATION Sample Clauses
The "Delaware Corporation" clause establishes that the entity in question is incorporated under the laws of the State of Delaware. This means the corporation is subject to Delaware's corporate statutes and governance requirements, and its legal status, rights, and obligations are defined by Delaware law. By specifying this, the clause clarifies the jurisdiction governing the corporation's formation and operation, which is important for legal certainty and for parties to understand which state's laws will apply to corporate matters.
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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.
DELAWARE CORPORATION. BY: /s/ GEOR▇▇ ▇▇▇▇▇▇▇▇▇ -------------------------------------- GEOR▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ESIDENT BY: /s/ NANC▇ ▇. ▇▇▇▇▇▇▇▇ -------------------------------------- NANC▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇O LENDER:
DELAWARE CORPORATION. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ -------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇ President and Chief Executive Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PURCHASER: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Address: --------------------------------- -------------------------------------- -------------------------------------- CO-FOUNDERS: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ----------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATTACHMENTS: Exhibit A -- Stock Assignment Separate from Certificate Exhibit B -- Joint Escrow Instructions Exhibit C -- Section 83(b) Election
DELAWARE CORPORATION. BY: ---------------------------- TITLE: ---------------------------- Address: 805 ▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇deral ID or Social Security Number: 95-3▇▇▇▇▇▇
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.
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.
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.