David R. HUMBLE, CHAIRMAN (Typed or printed name and capacitx xx xxxxxx xxxning application) EXHIBIT C EDIETS ACQUISITION CORP. BY-LAWS
ARTICLE I OFFICES 1. The location of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.
David R. Bethune shall be appointed as an additional director of Parenx xxxxxxxxx xx xhe Effective Time. An individual selected by the Board of Directors of the Company from among its members, who shall be reasonably acceptable to the Board of Directors of Parent, consistent with the policies of its Corporate Governance and Nominating Committee, shall be appointed as an additional director of Parent effective at the Effective Time. If David R. Bethune resigns his seat on the Board of Directors of Parent xxxxxx xxxx xxxxhs following the Effective Time, the vacancy resulting from his resignation shall be filled promptly by an individual identified prior to the Effective Time who shall have been selected by the Board of Directors of the Company from among its members and who shall be reasonably acceptable to the Board of Directors of Parent consistent with the policies of its Corporate Governance and Nominating Committee as notified by Parent to the Company prior to the Effective Time. David R. Bethune shall be appointed Vice Chairman of the Board of Direxxxxx xx Xxxxxx for a term of three months commencing at the Effective Time. Parent's chief executive officer, in consultation with such Vice Chairman of the Board of Directors of Parent, shall be directly responsible for the oversight and direction of the integration of the businesses of the Company and Parent including with respect to the orderly transition of the Company.
David R. Palmer is the Contxxxxxx xx Xxxxx Woodside. On or about the time of the Duck Head distribution and the Delta Apparel distribution, Mr. Palmer will resign from xxx xxxxxxr positions with Delta Woodside and its subsidiaries. In connection with this resignation, Delta Woodside will pay Mr. Palmer $61,250 of severxxxx xxxxuant to the terms of an employment agreement. Pursuant to amendments to Delta Woodside's stock option plan and his stock options, all of
David R. Preston & Associates, APC shall have furnished to the Rxxxxxxxxxxxxxx xts written opinion, as intellectual property counsel to the Company, addressed to the Underwriters and dated as of the Closing Date, substantially in the form attached hereto as Exhibit D.
David R. Haas, 60, has servex xx xxx xx Xarent's directors since July 1998. Mr. Haas has been a financiax consultant in the entertainment and communications industries since 1995. From 1990 until 1994, he was Senior Vice President and Controller of Time Warner, a leading media and entertainment company. Mr. Haas' business address is 45 Rockefeller Plaza, Suite 0000, Xxx Xxxx, XX, 00000.
David R. Monceaux .......................... 60 7. Wilson J. Monceaux ......................... 150 8. Darren G. Richard .......................... 60 9. Kernes Schexnayder, Jr. .................... 60 10. James E. Thibodeaux ........................ 100 -------- TOTAL: 41,885 NOTE: IF, PRIOR TO THE TRUST ESTABLISHMENT DATE, ANY OF THE ABOVE LISTED PARTICIPANTS CEASE TO BE EMPLOYED BY THE COMPANY, THIS EXHIBIT A WILL BE REVISED PRIOR TO EXECUTION OF THE FOREGOING DEFERRED COMPENSATION PLAN TO DELETE SUCH PARTICIPANT'S NAME AND TO MAKE APPROPRIATE CHANGES TO THE NUMBER OF PARTICIPANTS AND TOTAL OF THE ALLOCATION FACTORS SHOWN HEREIN. SCHEDULE 2.2 None. SCHEDULE 2.4 1 Grey Wolf Drilling Company Financial Statements as of October 31, 1996, together with auditors' report (attached).
David R. Palmer is the Coxxxxxxxx xx Xxxxa Woodside. On or about the time of the Delta Apparel distribution and the Duck Head distribution, Mr. Palmer will resign frox xxx xxxxcer positions with Delta Woodside and its subsidiaries. In connection with this resignation, Delta Woodside will pay Mr. Palmer $61,250 of sevxxxxxx xxrsuant to the terms of an employment agreement. Pursuant to amendments to Delta Woodside's stock option plan and his stock options, all of Mr. Palmer's unexercisablx xxxxx xxxxxns for Delta Woodside shares (covering an aggregate of 1,250 Delta Woodside shares) will become exercisable in full no later than 5 business days prior to the record date for the Delta Apparel and Duck Head distributions, and all of Mr. Palmer's outstanding sxxxx xxxxxxx for Delta Woodside shares (covering an aggregate of 5,000 Delta Woodside shares) will remain exercisable until their stated expiration dates notwithstanding the termination of Mr. Palmer's employment xxxx Xxxxx Woodside.
