Common use of Limitation on Reincorporation Clause in Contracts

Limitation on Reincorporation. ACNielsen will not, without the prior written consent of each of Cognizant and D&B, re-incorporate or re-organize its corporate form under the laws of a jurisdiction other than the State of Delaware unless ACNielsen, as re-incorporated or re-organized under the laws of such other jurisdiction, could take substantially the same actions without stockholder (or equity holder) consent or approval under the laws of such jurisdiction and ACNielsen's then applicable certificate of incorporation, charter, by-laws or other organizational documents as ACNielsen could take without stockholder consent or approval under the General Corporation Law of the State of Delaware and ACNielsen's certificate of incorporation and by-laws as of the date hereof, and counsel reasonably satisfactory to Cognizant and D&B confirms the foregoing in writing to the reasonable satisfaction of Cognizant and D&B.