Reincorporation in Delaware. The Company shall have taken all action required under Section 4.7 hereof such that the Principal Company shall have succeeded to all of the rights, privileges, powers and franchises of the California Company, and if any capital stock shall have been issued by the Principal Company in any reincorporation of the Principal Company in the State of Delaware, such issuance shall have been in compliance with all applicable state securities or blue sky laws and shall have been exempt from registration under the Securities Act.
Reincorporation in Delaware. As soon as practicable, the Seller shall reincorporate in Delaware since it has no Florida contacts.
Reincorporation in Delaware. The Company shall use reasonable best efforts to reincorporate in Delaware (by merger, conversion or otherwise) on or prior to December 31, 2017, and the Certificate of Incorporation, Bylaws and corporate governance documents of the resulting Delaware corporation will (a) provide for a declassified Board structure with all directors having terms expiring on an annual basis and (b) contain no provisions requiring a supermajority shareholder vote. With respect to any special meeting of shareholders of the Company convened to approve one or more proposals required to effect the reincorporation, the Xxxxxxx Parties will cause to be present for quorum purposes all Company common stock that the Xxxxxxx Parties or any of their respective controlling or controlled Affiliates have the right to vote as of the record date for such special meeting, and vote or cause to be voted all such common stock in favor of the approval of such proposals.
Reincorporation in Delaware. As soon as practicable after the shareholders have approved the reincorporation of the Company in the Shareholders Meeting (as defined in Section 6.5), the Company agrees to file the certificate of merger with the Secretary of State of Delaware to effect the merger of the Company with and into the Delaware Company having the Certificate of Incorporation substantially in the form set forth in Exhibit A-1 attached hereto and the bylaws substantially in the form set forth in Exhibit A-2 attached hereto.
Reincorporation in Delaware. As soon as practicable following the Closing Date, the Company shall take all steps within its power that may be necessary or desirable in order to cause the jurisdiction of incorporation of the Company to be changed to Delaware (the "Delaware Reincorporation"), as expeditiously as possible, including, without limitation, taking all necessary action as may be required under New Mexico and Delaware law to merge the Company into a newly-formed Delaware company to be named Pangea Internet, Inc. ("Newco"), filing any required proxy solicitation materials with the Commission in connection therewith, soliciting any stockholder approval required therefor (including the holding of a stockholders meeting), recommending to the stockholders that they approve the Delaware Reincorporation, and making any required state filings. In connection with any stockholder vote to approve the Delaware Reincorporation, the Company shall direct the individuals designated as proxies in the Company's proxy materials to vote all shares of Common Stock and Preferred Stock for which the Company has received proxies (unless otherwise directed by the stockholder submitting such proxy), in favor of the Delaware Reincorporation. Newco's certificate of incorporation shall provide for a sufficient number of authorized shares of Common Stock to permit the reservation of Common Stock required by Section 7.2.
Reincorporation in Delaware. 1. If (i) Acquisition purchases all the shares of Common Stock which are properly tendered in response to the Tender Offer and not withdrawn, (ii) the conditions to the Merger set forth in Paragraph 6.1 are satisfied or waived, but (iii) the number of shares of Common Stock owned by Acquisition or Holdings following the purchase of all the shares of Common Stock which are properly tendered in response to the Tender Offer and not withdrawn (including shares purchased during any subsequent offer period after the Expiration Date) is more than 53.5%, but not more than 90%, of the total number of shares of Common Stock which are outstanding when the purchase of the tendered shares is completed, instead of the Company's being merged into Acquisition, (x) the Company will cause a corporation to be formed under the DGCL (the "Delaware Company"), which will be a wholly owned subsidiary of the Company until the Company is merged into it, and (y) the Company will cause its stockholders to vote upon a proposal that the Company be merged into the Delaware Company (the "Reincorporation Merger") on the terms and with the effects set forth in subparagraphs (b) through (g).
Reincorporation in Delaware. Within 90 days after the Closing Date the Company shall effect a reincorporation of the Company in Delaware pursuant to a merger of the Company with and into a corporation newly organized in such other jurisdiction, PROVIDED that (a) there shall be no material change as a result of such transaction, except as necessary to implement the transaction contemplated by Sections 7.2, 7.3, 7.4 and 7.5, in (i) the assets, liabilities, business, operations or financial condition of the Company and its Subsidiaries, or (ii) the corporate structure of the Company and its Subsidiaries or the voting powers, designations, preferences, limitations, restrictions or relative rights of any class or series of the authorized or outstanding Equity Interests of the Company or any of its Subsidiaries, including the Series B Preferred and the Company Common Stock, and the surviving corporation of such merger shall have authorized classes and series of capital stock having the same designations, preferences, limitations and relative rights and the same number of authorized shares of each of such classes and series as the Company immediately prior to such merger, (b) the surviving corporation of such merger shall execute an agreement satisfactory in form and substance to
Reincorporation in Delaware. As soon as practicable after the date hereof, the Company shall take all such steps as may be required to reincorporate in the State of Delaware.
Reincorporation in Delaware. The Company agrees that, in connection with any reincorporation in Delaware while it is not subject to the requirements of the Securities Exchange Act of 1934, it will not modify the rights, preferences, or privileges of any series of Preferred Stock, except as required by the Delaware General Corporation Law.
Reincorporation in Delaware. On the date of, and immediately prior to, the Effective Time, Parent shall consummate the Reincorporation (as defined in Section 1.4(b)) by merging Parent with and into SuperCom Corporation ("SuperCom Delaware"), a newly-formed Delaware corporation and wholly-owned subsidiary of Parent, with SuperCom Delaware as the Surviving Corporation. Following the Reincorporation, (i) Parent will cease to exist as a separate entity; (ii) SuperCom Delaware, by operation of law, will succeed to all the rights and properties, and subject to all the obligations and liabilities, of Parent including, without limitation, those under this Agreement; and (iii) each outstanding share of Parent Common Stock will be converted into one share of SuperCom Delaware's common stock, $.01 par value per share ("SuperCom Delaware Common Stock"). SuperCom Delaware will own 100% of Merger Sub following the Reincorporation and 100% of the Surviving Corporation following the Merger. The Certificate of Incorporation and Bylaws of SuperCom Delaware shall be in the form as Parent and the Company shall mutually agree upon. Following the Reincorporation, (i) all references to "Parent" in this Agreement, other than in the defined term in the preamble and this Section 1.9, shall be deemed to refer to SuperCom Delaware, as successor in interest to Parent, and (ii) all references to Parent Common Stock shall refer to SuperCom Delaware Common Stock.
