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. Prior 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.
Reincorporation. PSINet shall have reincorporated in the State of Delaware by merging into Newco pursuant to documents satisfactory to IXC and PSINet.
Reincorporation. The 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 shall exercise reasonable efforts --------------- to reincorporate the Company, prior to the Initial Public Offering Date, in any jurisdiction in which the ownership of a majority of the outstanding common stock of the Company would give the beneficial owner of the stock the ability to effect control of the Company (including, without limitation, those actions specified in section 2.5) (it being understood that the Company need not reincorporate in the event that action would, in the good faith judgment of the Company's board of directors, cause material adverse tax consequences to the Company or its shareholders).
Reincorporation. The Company shall have effected the Reincorporation.
Reincorporation. Neither the Agreement and Plan of Exchange dated as of __________ between the Company and Ramp Networks, Inc., a California corporation nor the exchange of shares consummated in connection therewith contravened, conflicted with or resulted in a material violation or breach of, or resulted in a default under, any provisions of any agreement or contract of the Company or its predecessor California corporation, except for (i) any contravention, conflict, violation, breach or default which could not reasonably be expected to result in a material adverse effect on the Company; (ii) gave any person the right to (a) declare a default or exercise any remedy under any such agreement or contract, except where any such default or exercise of a remedy could not reasonably be expected to result in a material adverse effect on the Company, (b) accelerate the maturity or performance of any such agreement or contract, except where such acceleration could not reasonably be expected to result in a material adverse effect on the Company, or (c) cancel, terminate or modify any such contract, except where any such cancellation, termination or modification could not reasonably be expected to result in a material adverse effect on the Company; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the shares of capital stock or the assets of the Company, except where such encumbrance would not result in a material adverse effect on the Company. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.
