Delaware Reincorporation definition

Delaware Reincorporation means the Corporation's merger with and into a newly formed subsidiary that is incorporated in the State of Delaware (with such new Delaware subsidiary surviving the merger) and that, after giving effect to such merger, will have the identical authorized, issued and outstanding capital stock with the same rights and preferences as the Corporation and a board to which the directors are elected annually instead of a staggered board of directors.
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Delaware Reincorporation has the meaning assigned to that term in Section 7.1.
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Delaware Reincorporation means the merger of American Skiing Company ("ASC Maine"), a Maine corporation, with and into the Corporation and that, after giving effect to such merger, will have the identical authorized, issued and outstanding capital stock with the same rights and preferences as ASC Maine and a board to which the directors are elected annually instead of a staggered board of directors.
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Examples of Delaware Reincorporation in a sentence

  • This agreement shall continue in full force and effect notwithstanding any actions taken in connection with the Delaware Reincorporation.

  • All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any State or federal court in Maine (if such action or proceeding is commenced prior to the Delaware Reincorporation) or in Delaware (if such action or proceeding is commenced after the Delaware Reincorporation).

  • The Dividend Rate and the Accretion Rate shall increase to 12.5% per annum, compounded quarterly, of the Liquidation Price in the event that either (a) the Delaware Reincorporation Vote or (b) the Requisite NYSE Shareholder Approval is not obtained on or before December 31, 1999.

  • Once the Delaware Reincorporation Vote and the Requisite NYSE Shareholder Approval are obtained, such increased rate will revert back to the applicable rate set forth in the first paragraph of Section 3.

  • 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.

  • Delaware Reincorporation ...........................................33 5.06.

  • Effect of Delaware Reincorporation ............................36 7.12.

  • 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.

  • Upon consummation of the Delaware Reincorporation, the Company shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue or delivery upon conversion of the Shares or exercise of the Warrants, such number of shares of Common Stock as shall then be issuable or deliverable upon the conversion of all outstanding Shares and the exercise of all outstanding Warrants.

  • Completes Delaware Reincorporation SOLON, OHIO—November 27, 2006--Fiberstars, Inc.


More Definitions of Delaware Reincorporation

Delaware Reincorporation has the meaning set forth in Section 2.9.
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Delaware Reincorporation. The following definition of "Delaware Reincorporation" is added immediately following the definition of "Default":
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Delaware Reincorporation means the Company's merger with and into a newly formed subsidiary that is incorporated in the State of Delaware (with such new Delaware subsidiary surviving the merger) and that, immediately after giving effect to such merger, will have the identical authorized, issued and outstanding capital stock having the same rights and preferences as the Company's immediately prior to such merger.
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Delaware Reincorporation shall have the meaning set forth in the Exchange Agreement.
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Related to Delaware Reincorporation

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Amalgamating Corporations means both of them;

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Delaware Business Trust Act means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.

  • State of Incorporation means Delaware.

  • Merger has the meaning set forth in the Recitals.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • MergerSub has the meaning set forth in the Preamble.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • Jurisdiction of formation means the jurisdiction whose law includes the organic law of an entity.

  • Constituent corporation means any corporation which engages with the Company, its Parent or any Subsidiary in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Secretary of State means the Secretary of State of the State of Delaware.

  • DLLCA means the Delaware Limited Liability Company Act.