Delaware Reincorporation. The Company shall use its best efforts and take all actions necessary or advisable and permitted by applicable Law promptly to cause (i) the Company to be merged with and into a newly formed Subsidiary (such new Subsidiary's capital stock, after giving effect to such merger, being identical to the authorized, issued and outstanding capital stock of the Company) which is incorporated in the State of Delaware, with such new Delaware Subsidiary surviving the merger and (ii) the Board to be changed from a staggered board structure to a board structure where all Directors are elected annually (the actions described in clauses (i) and (ii) being collectively referred to as the "Delaware Reincorporation").
Delaware Reincorporation. Seller and Globe have been provided with information regarding the planned Reincorporation Merger (as defined below) and consent thereto.
Delaware Reincorporation. It is acknowledged and agreed that Parent may, prior to the Closing Date, reincorporate in Delaware by merging with and into a newly formed, wholly owned subsidiary, organized under the laws of the State of Delaware. All references to Parent herein shall, upon such merger, be deemed to refer to the Delaware corporation which shall succeed to all rights and obligations of Parent hereunder.
Delaware Reincorporation. Media USA shall have executed an Agreement and Plan of Merger (the “Reincorporation Agreement”) for the reincorporation of Media USA from the State of Nevada to the State of Delaware; provided, however that such Reincorporation Agreement shall be in form and substance acceptable to JDCO, in its reasonable discretion.
Delaware Reincorporation. Following the First Closing and an assessment by the Company of the feasibility and potential commercial consequences of doing so, if it is deemed appropriate by the Board, the Company will reincorporate in the State of Delaware.
Delaware Reincorporation. The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than the first annual meeting of shareholders of the Company that occurs after the date hereof, a proxy statement soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) providing for the Company’s reincorporation as, conversion into, or similar transaction pursuant to which the Company becomes a Delaware corporation (the “Delaware Reincorporation”) (such affirmative shareholder approval being referred to herein as the “Shareholder Approval”), and the Company shall use its commercially reasonable efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. If the Shareholder Approval is obtained at the Shareholder Meeting, then the Company shall effect the Delaware Reincorporation promptly following the Shareholder Meeting (but in no event later than November 1, 2010) so long as effecting the Delaware Reincorporation will not directly result in (i) the Company incurring fees and expenses in excess of $650,000 in connection with seeking the Shareholder Approval and effecting the Delaware Reincorporation (including, without limitation, fees for attorneys, accountants and other professional advisors, proxy solicitation costs, taxes and share redemption costs) or (ii) the Company’s failure of any of the Tests (as defined in the Notes). If the Shareholder Approval is not so obtained at the Shareholder Meeting and the Company has complied with all of the foregoing covenants in this Section 4(i), then the Company shall have no further obligation to seek shareholder approval for the Delaware Reincorporation or to effect the Delaware Reincorporation.
Delaware Reincorporation. (a) Following the issuance of the Spin-Out Sub Dividend and the consummation of the Spin-Out, Parent shall cause a certificate of conversion (the “Certificate of Conversion”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and articles of conversion (the “Articles of Conversion”) to be executed and filed with the Secretary of State of the State of Nevada to effect its conversion from a Nevada corporation to a Delaware corporation in accordance with the relevant provisions of Delaware Law and the NRS, as applicable (the “Delaware Reincorporation”). If the Secretary of State of the State of Delaware or the Secretary of State of the State of Nevada requires any changes in the Certificate of Conversion or Articles of Conversion, respectively, as a condition to filing or issuing a certificate to the effect that the Delaware Reincorporation is effective, Parent shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Delaware Reincorporation. CBT shall have effected a reincorporation of CBT from the Province of Ontario to the State of Delaware at least one (1) day prior to the Effective Time (the “Reincorporation”), such Reincorporation in form and substance acceptable to Colorep, in its sole discretion including, but not limited to, compliance of the Reincorporation with U.S. federal securities laws.
Delaware Reincorporation. Trafalgar shall have executed an Agreement and Plan of Merger (the “Reincorporation Agreement”) for the reincorporation of Trafalgar from the State of Nevada to the State of Delaware; provided, however that such Reincorporation Agreement shall be in form and substance acceptable to Cyberkinetics, in its reasonable discretion.
Delaware Reincorporation. As soon as practicable after the Closing, the Company shall consummate the Delaware Reincorporation by merger into a wholly owned subsidiary to be incorporated in the State of Delaware for that purpose under the name "Magic Lantern Corporation" (the "Reincorporating Sub"). The Reincorporating Sub shall be the surviving corporation in the merger and shall have a Charter and Bylaws at the effective time thereof in the form of Exhibit I and Exhibit J, respectively. The plan of merger and certificates of merger for implementing the Delaware Reincorporation shall provide for each share of JKC Common Stock Outstanding immediately prior to the reincorporating merger to be converted into a whole share of the same class of the Reincorporating Sub, which shall succeed to all of the Company's rights and obligations as of the effective time of the Delaware Reincorporation in accordance with the Delaware General Corporation Law, including its continuing rights and obligations under the Transaction Agreements.
