Common use of Reincorporation Clause in Contracts

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 Predecessor Corporation, and all consents or approvals required for the Company to succeed to all such Contracts have been obtained. The issuance of capital stock by the Company in the Reincorporation was in compliance with all applicable state securities or blue sky laws and was exempt from registration under the Securities Act.

Reincorporation. The merger of XxxxxXxxxx.Xxxthe TubeMogul, Inc., an Oklahoma a California 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 constitute 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 underin the performance or observance of, any mortgagesobligation, indenturesagreement, loanscovenant or condition contained in any contract, leasesindenture, contractsmortgage, covenantsdeed of trust, plansloan or credit agreement, insurance policies note, lease or other agreements, instruments, arrangements, understandings agreement or commitments, permits, concessions, franchises or licenses (“Contracts”) instrument 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 subjectsubject (“Contracts”), except for such conflicts, breaches, violations, defaults or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (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 law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court or arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties respective properties, assets or assetsoperations, except such violations that would not reasonably be expected to have a Material Adverse Effect. No consentfiling with, or authorization, approval, authorization consent, license, order, registration, qualification or order decree of, or filing or registration withany arbitrator, any court or court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties or assets was necessary or required for the consummation of the Reincorporation, except as were obtained or made as necessary or required, and except as would not reasonably be expected to have a Material Adverse Effect. 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 Predecessor Corporation, and all consents or approvals required for the Company to succeed to all such Contracts have been obtained, except as would not reasonably be expected to have a Material Adverse Effect. The issuance of capital stock by the Company in the Reincorporation was in compliance with all applicable state securities or blue sky laws and was exempt from registration under the Securities 1933 Act.

Reincorporation. The merger of XxxxxXxxxx.XxxTubeMogul, Inc., an Oklahoma a California 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 constitute 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 underin the performance or observance of, any mortgagesobligation, indenturesagreement, loanscovenant or condition contained in any contract, leasesindenture, contractsmortgage, covenantsdeed of trust, plansloan or credit agreement, insurance policies note, lease or other agreements, instruments, arrangements, understandings agreement or commitments, permits, concessions, franchises or licenses (“Contracts”) instrument 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 subjectsubject (“Contracts”), except for such conflicts, breaches, violations, defaults or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (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 law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court or arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties respective properties, assets or assetsoperations, except such violations that would not reasonably be expected to have a Material Adverse Effect. No consentfiling with, or authorization, approval, authorization consent, license, order, registration, qualification or order decree of, or filing or registration withany arbitrator, any court or court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Predecessor Corporation, the Company or any of their respective subsidiaries or any of their properties or assets was necessary or required for the consummation of the Reincorporation, except as were obtained or made as necessary or required, and except as would not reasonably be expected to have a Material Adverse Effect. 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 Predecessor Corporation, and all consents or approvals required for the Company to succeed to all such Contracts have been obtained, except as would not reasonably be expected to have a Material Adverse Effect. The issuance of capital stock by the Company in the Reincorporation was in compliance with all applicable state securities or blue sky laws and was exempt from registration under the Securities 1933 Act.