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. 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. ARTICLE III
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 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. 4.
Incorporation and Bylaws. Dx. Xxxxxx X.
Incorporation and Bylaws. E. 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. The Company shall hold the Special Meeting or obtain such written consent as soon as practicable after the date hereof. Subject to its fiduciary obligations, the Board of Directors of the Company will recommend that the stockholders of the Company vote to adopt this Agreement and approve the Merger at the Special Meeting and will use its best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and will take all other action necessary or, in the opinion of Purchaser, advisable to secure the vote or consent of the stockholders of the Company required by the Colorado Business Corporation Act to effect the Merger. If this Agreement and the Merger are approved and adopted by written consent of less than all of the stockholders of the Company, the Company shall give prompt notice of such approval and adoption in accordance with Wyoming law to those stockholders who did not consent.
Incorporation and Bylaws. In addition, SEARCHOUND shall issue to Executive 100,000 shares of common stock of Pan International Gaming Inc. ("PANE").
Incorporation and Bylaws. II. 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. The undersigned parties certify to having read this Amendment to the Agreement and that it correctly states the new terms and conditions set forth above as amendment to the Agreement and hereby approve said Amendment to the Agreement. INCOMM (Borrower) FRESCO (Holder) /s/ Luis Alvarez /s/ Juan Daniel Fresco ---------------- ---------------------- Luis Alvarez, Chairman & CEO Juan Daniel Fresco
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.
