Post-Closing Procedures. After the Closing, (a) Counsel for Triangle shall file the Articles of Exchange with the Colorado Secretary of State. (b) Counsel for PetCare shall file such instruments or documents with the Delaware Secretary of State as may be required by the General Corporation Law of the State of Delaware. (c) The board of directors of Triangle shall elect new officers for Triangle, and shall notify the stock transfer agent (Corporate Stock Transfer, Inc., Denver, Colorado) of the change in directors and officers of such corporation. (d) Upon approval of the reverse split of the outstanding shares of Common Stock of Triangle and the subsequent filing of the Articles of Amendment to the Articles of Incorporation of Triangle, counsel to Triangle shall deliver to Corporate Stock Transfer, Inc.(the stock transfer agent for Triangle) all of the certificates for the Triangle Shares which are subject to the Escrow Agreement and all of the certificates for the shares of Common Stock of Triangle which are subject to the Lockup Agreement, for reissue in the names of the record holders of such shares (taking into effect the reverse split and change of name of the corporation). Counsel to Triangle shall (i) cause the legend required by the Lockup Agreement to be placed on the new share certificates, and deliver the originals of such legended certificates to the persons and entities named in the Lockup Agreement; and (ii) hold the new share certificates for the shares subject to the Escrow Agreement pursuant to the terms thereof. (e) Subject to availability of the form, Triangle shall file with the SEC a registration statement on Form S-8 to register such number of shares of Common Stock of Triangle as may determined by the board of directors for issuance to employees and others.
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Post-Closing Procedures. After the Closing,
(a) Counsel for Triangle shall file the Articles of Exchange with the Colorado Secretary of State.
(b) Counsel for PetCare shall file such instruments or documents with the Delaware Secretary of State as may be required by the General Corporation Law of the State of Delaware.
(c) The board of directors of Triangle shall elect new officers for Triangle, and shall notify the stock transfer agent (Corporate Stock Transfer, Inc., Denver, Colorado) of the change in directors and officers of such corporation.
(d) Upon approval of the reverse split of the outstanding shares of Common Stock of Triangle and the subsequent filing of the Articles of Amendment to the Articles of Incorporation of Triangle, counsel to Triangle shall deliver to Corporate Stock Transfer, Inc.(the Inc. (the stock transfer agent for Triangle) all of the certificates for the Triangle Shares which are subject to the Escrow Agreement and all of the certificates for the shares of Common Stock of Triangle which are subject to the Lockup Agreement, for reissue in the names of the record holders of such shares (taking into effect the reverse split and change of name of the corporation). Counsel to Triangle shall (i) cause the legend required by the Lockup Agreement to be placed on the new share certificates, and deliver the originals of such legended certificates to the persons and entities named in the Lockup Agreement; and (ii) hold the new share certificates for the shares subject to the Escrow Agreement pursuant to the terms thereof.
(e) Subject to availability of the form, Triangle shall file with the SEC a registration statement on Form S-8 to register such number of shares of Common Stock of Triangle as may determined by the board of directors for issuance to employees and others.
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