Delaware Reincorporation Sample Clauses
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. 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. 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. 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. 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. (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.
(b) At the effective time of the Delaware Reincorporation (the “Delaware Reincorporation Effective Time”): (i) the Parent Amended and Restated Articles shall be replaced with the certificate of incorporation substantially in the form attached hereto as Exhibit G (the “Parent Amended and Restated Charter”), and, as so replaced, shall be the certificate of incorporation of Parent until thereafter amended in accordance with the terms thereof or as provided by applicable Legal Requirements; and (ii) the bylaws of Parent shall be replaced with the bylaws substantially in the form attached hereto as Exhibit H (the “Parent Amended and Restated Bylaws”), and, as so replaced, shall be the bylaws of Parent until thereafter amended in accordance with the terms thereof, the certificate of incorporation of Parent, or as provided by applicable Legal Requirements.
(c) For United States federal and applicable state and local income tax purposes, it is intended by the parties hereto that the Delaware Reincorporation qualify as a 59 “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and that this Agreement constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.
(d) At the Delaware Reincorporation Effective Time, the shares of Parent Common Stock to be converted pursu...
Delaware Reincorporation. The parties hereto acknowledge and agree that following the Closing, if and to the extent that the Purchaser so elects, (a) the Company shall be reincorporated in the State of Delaware and (b) the Articles of Incorporation and By-Laws attached hereto as Exhibits F-1 and F-2, respectively, shall be adopted as the Articles of Incorporation and the By-Laws of the Company.
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. Salmon shall have executed an Agreement and Plan of Merger (the “Reincorporation Agreement”) for the reincorporation of Salmon from the State of Nevada to the State of Delaware; provided, however that such Reincorporation Agreement shall be in form and substance acceptable to MicroMed, in its reasonable discretion.