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. 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 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. The Shareholders’ Meeting shall determine the conditions for the reincorporation of a Series “A” shareholder who had withdrawn.
Reincorporation. The Company shall have effected the Reincorporation.
Reincorporation. The Initial Securityholder, as additional consideration for the rights and privileges provided herein, hereby agrees that if the Initial Securityholder exercises its rights under any of the New Sponsor Warrants or Insider Warrants and acquires the underlying Ordinary Shares prior to the reincorporation (via a merger or otherwise) of the Company as a corporation incorporated under the laws of Maryland (the “Reincorporation”), then the Initial Securityholder shall vote the Ordinary Shares acquired upon the exercise of the applicable New Sponsor Warrants and/or Insider Warrants as well as any other Ordinary Shares then owned by the Initial Shareholder in favor of the Reincorporation and in favor of the Company’s election of REIT status at a duly convened meeting of the Company’s shareholders.
