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

Purchaser as the surviving company after the Reincorporation is hereinafter sometimes referred to as “Purchaser Surviving Corporation”.
Each of Parent and Purchaser hereby (a) adopts this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g), (b) agrees to file and retain such information as shall be required under Treasury Regulation Section 1.368-3 and (c) agrees to file all Tax and other informational returns on a basis consistent with the Reincorporation Intended Tax Treatment.
Parent and Purchaser intend that the Reincorporation qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder to which each of Parent and the Purchaser is a party under Section 368(b) of the Code (the “Reincorporation Intended Tax Treatment”).
Each Purchaser Surviving Corporation Warrant shall have, and be subject to, the same terms and conditions set forth in the applicable agreements governing the Parent Warrants that are outstanding immediately prior to the Reincorporation Effective Time (it being understood and agreed that such Parent Warrants shall be exercisable for Purchaser Class A Shares).
At or prior to the Reincorporation Effective Time, Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of Purchaser Surviving Corporation Warrants remain outstanding, a sufficient number of Purchaser Class A Shares for delivery upon the exercise of Purchaser Surviving Corporation Warrants after the Reincorporation Effective Time.

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 reincorporation of TapImmune from Nevada to Delaware.

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 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 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.