Incorporation and Bylaws. At and after the Effective Time, the officers of the Surviving Corporation shall be the officers of the Company immediately prior to the Effective Time, in each case until their respective successors have been duly appointed or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.
Incorporation and Bylaws. This Agreement has been duly authorized, executed and delivered by the Fund and neither such authorization nor such execution and delivery shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Fund, property of the Fund as provided in its Articles of Incorporation and Bylaws.
Incorporation and Bylaws. The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to Section 4.4(b), shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the approval of the Merger and the written opinion of the Company Financial Advisor that the Exchange Ratio is fair, from a financial point of view, to the holders of Shares. The Company shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all commercially reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.
Incorporation and Bylaws. The Executive shall devote substantially all of his working time and effort during normal business hours to the business and affairs of the Company, and shall use his reasonable best efforts to perform his duties and responsibilities hereunder faithfully and efficiently. Notwithstanding the foregoing, the Executive may devote a portion of his working time and effort during normal business hours to charitable activities, the management of his investments, other business activities that do not compete with the Business, and to such other matters as the Executive may determine, so long as such activities do not prevent the Executive from performing his duties hereunder.
Incorporation and Bylaws. The parties agree that all the provisions of the Agreement will remain valid and enforceable and shall not be affected by this Amendment with the exception of the changes made in the introductory paragraph, specifically, the cancellation of the Note's convertible feature.
Incorporation and Bylaws. During the Employment Term, the Company, at its sole expense, shall maintain in effect director and officer liability insurance containing a liability coverage endorsement covering the Company's indemnification duty. Upon request, the Company shall furnish to the Executive a certificate of such insurance that shall bear an endorsement that the same shall not be canceled, non-renewed or materially reduced in coverage or limits by the Company, without thirty (30) days prior written notice to the Executive.
Incorporation and Bylaws. The Board of Directors of PPC immediately after the Effective Time shall consist of nine directors, five of which will be designated by PPC, three of which will be designated by Quaker State and one of which will be the President and Chief Operating Officer of PPC. Two of the directors designated by Quaker State and four of the directors designated by PPC will be independent directors. The Certificate of Incorporation and Bylaws of PPC immediately prior to the Effective Time will be substantially in the forms attached hereto as EXHIBIT B and EXHIBIT C, respectively, except (i) for such changes that are agreed to by Pennzoil and PPC, with a Quaker State Consent, and (ii) that prior to the Distribution Date, the name of PPC will be changed to a name mutually agreed to by PPC and Quaker State. The initial officers of PPC after the Effective Time shall be as set forth in EXHIBIT D hereto. The President and Chief Operating Officer of PPC will be selected by a committee of the Board of Directors of PPC comprised of two directors selected by Quaker State and two directors selected by PPC, acting by the affirmative vote of a majority of the members of such committee.
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Incorporation and Bylaws. In recognition of Indemnitees' need for substantial protection against personal liability, the increasing difficulty in obtaining satisfactory insurance coverage, and Indemnitees' reliance on the aforesaid Restated Articles of Incorporation and Bylaws, and in part to provide Indemnitees with specific contractual assurance that the protection promised by the Restated Articles of Incorporation and Bylaws will be available to Indemnitees (regardless of, among other things, any amendment to or revocation of such Restated Articles of Incorporation or Bylaws or any change in the composition of the Company's Board of Directors), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitees to the fullest extent permitted by law and as set forth in this Agreement, and, to the extent insurance coverage is maintained, for the continued coverage of Indemnitees under the Company's directors' and officers', liability insurance policies.
Incorporation and Bylaws. In the event the Surviving Corporation or any of its successors or assigns (A) consolidates with or merges into any other person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 4.2(c). The Surviving Corporation shall obtain and maintain in effect for not less than six years after the Effective Date, the current directors' and officers' liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor a policy or policies providing substantially equivalent coverage containing similar terms and conditions so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to, and including the Effective Date; provided that in no event shall the Surviving Corporation be required to expend more than 250% of the current annual premiums paid by the Company for such coverage (the "Maximum Premium"); and provided, further, that if the Surviving Corporation is unable to obtain the amount of insurance required by this Section 4.2(c) for such aggregate premium, the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of the Maximum Premium. The Surviving Corporation will, promptly after the Effective Time, confirm to each such officer and director in writing that it has undertaken to perform such obligations.
