Parent Officers. The parties shall take all action necessary (including, to the extent necessary, procuring the resignation or removal of any officers of Parent immediately prior to the First Effective Time) so that, as of the First Effective Time, the Parent officers shall initially consist of the Persons listed in Section 1.1(e) of the Parent Disclosure Letter.
Parent Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of Parent immediately after the Effective Time.
Parent Officers. Parent shall take such actions as may be required to cause the resignation or removal of Parent’s current officers and the election of C$ cMoney’s officers as Parent’s officers, each of the foregoing actions in this Section 6.4 to be effective as of the Effective Time.
Parent Officers. Parent shall take all requisite action to appoint Xxxxx X. XxXxxxxxx as President of Parent as of the Effective Time.
Parent Officers. Xxxxx X. Xxxxxx, President and Chief Executive Officer
Parent Officers. Effective upon the Closing Date, Parent's Board of Directors shall elect Xxxxxxx Xxxxxxxx as Chairman of Parent, and Xxxxxx X. Xxxxx as President of Parent.
9. Section 2.2(c) of the Merger Agreement is hereby amended to read as follows: "At the Effective Time, Parent will offer stock options to PSI employees who continue to be employed by Parent or the Surviving Corporation in the amounts set forth on Schedule 2.2(c) attached hereto."
10. The third sentence of Section 2.4(e) of the Merger Agreement is hereby amended by deleting the existing sentence and substituting the following sentence therefor: "As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to send a notice and a transmittal form to each holder of record of a Certificate advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate in exchange for the Merger Consideration."
11. Section 6.13 of the Merger Agreement is hereby amended by deleting said section and by substituting the following therefor:
Parent Officers. The Board of Directors of Parent shall take such corporate actions as are necessary to provide that, effective at the Effective Time of the Merger, Xxxx X. Xxxxxxxx shall be appointed the Chief Executive Officer of Parent and Xxxxxxx X. Xxxxx shall be appointed the President and Chief Operating Officer of Parent.
Parent Officers. At the Effective Time, Parent shall take all necessary corporate action to elect the following persons to the respective offices of Parent or Parent Subsidiaries listed below:
Parent Officers. The Surviving Corporation and the Parent shall take such actions as are necessary to elect as the officers of the Parent effective immediately following the Effective Time: Xxxxxx Xxx, Chief Executive Officer and Chief Financial Officer; Xxxx Xxxx, President and Secretary (the "Parent Officers").
3. Section 3.2(a). Section 3.2(a) is hereby modified to provide that shares issued in exchange for unexercised options and warrants of the Company described in the Exchange Ratio Calculation attached hereto as Exhibit "A" shall be issued to an escrow agent to be held for the benefit of the optionees and warrant holders and issued to them upon exercise. Shares underlying the options and warrants which are not exercised and terminate or which become unexercisable and terminate shall be distributed from the escrow ratably to the shareholders of the Company as of the date hereof, based upon their percentage ownership interest in the Company as of the date hereof. For Rule 144 holding purposes, the issuance date of shares released from escrow to the existing shareholders of the Company shall be December 2, 1999.
4. Section 4.8. Section 4.8(b)(ii) is modified and amended to provide that since March 31, 1999, the Company has amended its Articles of Incorporation and Bylaws. Reference is hereby made to Section 4.8(b)(ii) of the disclosure schedules.
5. Section 5.3. The first sentence of Section "5.3 Capitalization" is hereby modified and amended to read as follows: "Effective upon the filing of the Certificate of Amendment of Certificate of Incorporation, the authorized capital of the Parent consists of 50,000,000 shares of Common Stock, $.03 par value and 5,000,000 shares of blank check preferred stock, $.01 par value."
