Delaware Conversion and Amended Charter Clause Samples
The Delaware Conversion and Amended Charter clause governs the process by which a company changes its jurisdiction of incorporation to Delaware and adopts a new or amended charter in accordance with Delaware law. This clause typically outlines the necessary approvals, filings, and procedural steps required for the conversion, such as board and shareholder consent, and the preparation of a Delaware-compliant certificate of incorporation. Its core function is to ensure a smooth legal transition to Delaware, a state known for its business-friendly corporate laws, thereby providing clarity and legal certainty during the conversion process.
Delaware Conversion and Amended Charter. Under the Plan of Reorganization, the Company will (i) convert from a Wisconsin corporation to a Delaware corporation in accordance with Section 265 of the Delaware General Corporation Law (the “Delaware Conversion”) and (ii) file the Articles of Incorporation in the form contemplated by Exhibit B (the “Amended Charter”) with the Secretary of State of the State of Delaware in order to, among other things, increase the number of authorized shares of Common Stock to at least 2,000,000,000 shares or such larger number as the board of directors of the Company (the “Board of Directors”) determines is necessary to effectuate the Primary Investment Transactions and the TARP Exchange and adopt certain restrictions on acquisitions and dispositions of securities and to make certain other changes.