Reincorporation definition

Reincorporation means the reincorporation of the Company in the State of Maryland, which was effectuated by merging the Company into Realty Income of Maryland, Inc., a Maryland corporation (the "Maryland Corporation") which subsequently changed its name to Realty Income Corporation, with the Maryland Corporation as the surviving corporation of such merger.

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Reincorporation has the meaning specified in Section 8.01.

Reincorporation means a transaction, approved by the Board, which is not a Sale of the Company, in which there is a Conversion of the Company into a corporation (by conversion, merger with a blocker corporation or newly formed holding company or otherwise) or another form of business entity at any time (the “Successor Corporation”), pursuant to which (i) the terms and conditions contained herein will be, as closely as possible, adopted by the Successor Corporation, and (ii) each outstanding Unit will be exchanged for a share or shares of the Successor Corporation’s capital stock reflecting, as nearly as possible, such Unit’s economic and other rights under this Agreement, but in the form appropriate for a corporation, and with such commercially reasonable modifications as may be necessary to permit such conversion to be effected on a tax-free basis. At the request of the Board, all Members will execute and deliver any agreement, instrument or other document reasonably required to consummate such conversion.

Examples of Reincorporation in a sentence

• This Agreement may be terminated, and the Reincorporation Merger may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Agreement by the shareholders of the Company, if the board of directors of the Company determines for any reason, in its sole judgment and discretion, that the consummation of the Reincorporation Merger would be inadvisable or not in the best interests of the Company and its shareholders.

• Notwithstanding anything to the contrary in this Section 2.6, none of the Reincorporation Surviving Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

• The holders of certificates previously evidencing Parent Units outstanding immediately prior to the Reincorporation Effective Time shall cease to have any rights with respect to such Parent Units, except as provided herein or by Law.

• In addition, in the event that the outstanding shares of common stock of the Company are surrendered and extinguished in connection with the merger of the Company into a parent corporation incorporated under the laws of Delaware in order to effectuate a reincorporation of the Company from Connecticut to Delaware ("Reincorporation"), this option shall automatically become exercisable for an equal number of shares of common stock of the Delaware corporation.

• Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Reincorporation Merger as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Reincorporation Effective Time has or may have on any such reorganization status.

More Definitions of Reincorporation

Reincorporation means the merger of Price Enterprises, Inc., a Delaware corporation, into its wholly-owned subsidiary, Price Enterprises of Maryland, Inc., a Maryland corporation.

Reincorporation means the merger of SWX California with and into SWX Delaware pursuant to the Merger Agreement and the completion of all Reincorporation Conditions.

Reincorporation means the reincorporation of the Company from a Texas domiciled corporation to a Delaware domiciled corporation, which reincorporation is to be accomplished by the conversion of the Company from a Texas corporation into a Delaware corporation.

Reincorporation means the reincorporation of Parent from its current state of incorporation of Alaska into Delaware or any other state reasonably determined by Parent's board of directors, and in connection therewith, the adoption of a new Certificate or Articles of Incorporation, bylaws and other governing documents, and other agreements and instruments, containing provisions that are appropriate or customary for public companies, including, without limitation, indemnification agreements for officers and directors, long-term incentive plans, and employee stock purchase plans.

Reincorporation has the meaning set forth in Section 3.3.

Reincorporation shall be as defined in the recitals to the Second Amendment.

Reincorporation means the merger of Parent, a New York corporation, with and into Reincorporated Parent, a wholly-owned Delaware corporation subsidiary of Parent, for the purpose of reincorporating Parent as a Delaware corporation, which shall be accomplished in accordance with the New Organizational Documents and this Plan.