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Reincorporation Sample Clauses

Reincorporation. Each Purchaser hereunder acknowledges that the Company completed a reincorporation into the State of Delaware on July 18, 2007 and each Purchaser hereby consents to the assignment of this Agreement to Fluidigm Corporation, a Delaware corporation effective as of July 18, 2007.”
Reincorporation. PSINet shall have reincorporated in the State of Delaware by merging into Newco pursuant to documents satisfactory to IXC and PSINet.
ReincorporationPrior to the Closing Date, PSINet will use reasonable efforts to reincorporate in the State of Delaware by merging into Newco, subject to PSINet obtaining all required shareholder and third-party approvals and consents therefor.
ReincorporationThe merger of XxxxxXxxxx.Xxx, Inc., an Oklahoma corporation (the “Predecessor Corporation”), with and into the Company (the “Reincorporation”), was duly authorized by all necessary action of the shareholders of the Predecessor Corporation, the Predecessor Corporation, the stockholders of the Company, and the Company. The Predecessor Corporation and the Company had all necessary corporate power and authority to execute and deliver any agreements, actions, and/or filings necessary to complete the Reincorporation, and the Reincorporation did not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Predecessor Corporation or the Company and any of their respective subsidiaries, or constitute a default under, any mortgages, indentures, loans, leases, contracts, covenants, plans, insurance policies or other agreements, instruments, arrangements, understandings or commitments, permits, concessions, franchises or licenses (“Contracts”) to which the Predecessor Corporation, the Company or any of their respective subsidiaries is a party or by which the Predecessor Corporation, the Company or any of their respective subsidiaries is bound or to which any of the property or assets of the Predecessor Corporation, the Company or any of their respective subsidiaries is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Predecessor Corporation, the Company or any of their respective subsidiaries; or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties or assets. No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties or assets was required for the consummation of the Reincorporation, except as were obtained or made as required. The Company succeeded to all of the material rights, privileges, powers and franchises, and is subject to all of the material restrictions, disabilities and duties of the Predecessor Corporation. The Company succeeded to all of the Contracts that are material to the Prede...
Reincorporation. The Reincorporation (a) qualified as a reorganization under Section 368(a)(1)(F) of the Code or (b) was a non-event for federal income tax purposes, and no gain or loss was or will be recognized by the Company for federal income tax purposes as a result of the Reincorporation.
Reincorporation. The January 1, 2000 reincorporation of the Company under the Laws of the State of Delaware constituted a reorganization within the meaning of Code Section 368(a).
Reincorporation. Following the execution of this Agreement, Yahoo --------------- intends to reincorporate into Delaware by virtue of a merger of Yahoo into a wholly-owned Delaware subsidiary of Yahoo, and such Delaware subsidiary will assume the obligations and acquire all rights of Yahoo under this Agreement. Accordingly, all references in this Agreement to "Yahoo" shall, to the extent applicable, be deemed to include Yahoo's successor in interest as a result of the reincorporation. (Signature page follows) ------------------------
Reincorporation. The Company's Board of Directors on May 29, 2002 approved the Company's reincorporation to Delaware and on July 16, 2002 recommended adoption and approval by its stockholders of the Agreement and Plan of Merger to effect the reincorporation at the Company's annual meeting of stockholders scheduled for October 10, 2002. At its July 16, 2002 meeting, the Company's Board of Directors established the record date for the Company's annual meeting of stockholders as Monday, August 12, 2002, so the Purchasers will not be entitled to vote at the annual meeting. The Board of Directors on August 11, 2002, approved revision of the Certificate of Incorporation of the Delaware corporation to include the Series A Designation of Relative Rights and Preferences subject to revision only for technical compliance with Delaware law.
Reincorporation. Base Ten shall effect the Reincorporation as soon as practicable after the later of (i) the Effective Time, and (ii) the effective time of the Share Combination. (a) Base Ten shall, in a timely manner, take all actions required of Base Ten to expedite the Reincorporation, including, without limitation, promptly delivering all notices relating to the Share Combination as may be required by state and/or federal law and timely filing the Certificate of Amendment to Base Ten's Certificate of Incorporation effecting the Share Combination with the Treasurer of the State of New Jersey, which shall be substantially in the form of Exhibit F annexed hereto. (b) The Merger Consideration shall be issued by Base Ten as soon as practicable after the effective time of the Reincorporation, and the Joint Proxy Statement shall advise the respective stockholders of each of Base Ten and the Company that, until immediately following the effective time of the Reincorporation, (i) no certificates representing the Merger Consideration shall be delivered to the stockholders of the Company, and (ii) no certificates representing post-Share Combination shares of Base Ten Common Stock shall be delivered to stockholders of Base Ten.
Reincorporation. Immediately following the Closing, Teda shall take all actions necessary to reincorporate as a corporation organized under the laws of the State of Nevada, and to cause the Articles of Incorporation and Bylaws of FractionAir to be the Articles of Incorporation and Bylaws of the newly-organized Nevada corporation.