Board Resignations. Target shall have received written letters of resignation from the Target Board of Directors from each of the current members of such Board, in each case effective at the Effective Time.
Board Resignations. Upon termination of executive’s employment with the Company, for any reason, Executive agrees to resign immediately from the Board and from all Affiliate boards of directors on which she is then currently serving, and agrees to execute such documents as are necessary or appropriate, in the Company’s judgment, to effect such resignations.
Board Resignations. The Company shall have received the resignations of all members of the Company's Board of Directors and the officers of the Company, effective as of the Closing Date.
Board Resignations. Wentworth shall have held a meeting of its ------------------- Board of Directors at which meeting all of its directors except one (to be chosen by Wentworth) shall have resigned seriatim and the persons designated by Whitco shall have been elected as directors of Wentworth, all subject to the consummation of the Security Exchange.
Board Resignations. At or prior to the Acceptance Date, (1) the Company Board shall amend the bylaws of the Company to delete Section 3.2 of such bylaws in its entirety and to amend Section 8.1(i)(B) of such bylaws to read, in its entirety, “by resolution of the Board of Directors” (the “Specified Bylaw Amendments”); provided that Parent shall cause its designees on the Company Board to approve such amendments, and (2) the Company shall obtain the resignation of each of its current directors (other than Purchaser’s designees), effective as of the Acceptance Date, and take all other action necessary to cause Purchaser’s designees to be elected or appointed to the Company Board effective as of the Acceptance Date. The Company’s obligations to appoint Purchaser’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 thereunder. Subject to Purchaser’s obligations set forth in the last sentence of this Section 4.03, the Company shall use reasonable best efforts to promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 4.03, including mailing to stockholders the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company Board. Without limiting the foregoing, the Company shall (subject to the last sentence of this Section 4.03) file with the SEC and mail to stockholders of the Company no later than 10 calendar days prior to the Initial Expiration Date (unless a shorter period is permitted by the SEC) the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company Board. Parent shall supply to the Company any information with respect to itself and its designees, officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 no later than 12:00 noon, New York time, on November 25, 2009.
Board Resignations. (a) Upon request of Buyer at any time between execution of this Agreement and the Closing Date, to be effective upon the Closing Date, Seller will obtain and deliver to Buyer the resignations of at least three of the four members of its Board of Directors, as reflected on Schedule 5.11 to this Agreement. (b) Immediately upon Closing, Seller will cause a sufficient number of directors' resignations to be effective and thereupon will cause the nominees of Buyer to be elected as directors of Seller in place of the resigned directors or otherwise to fill vacancies on the Board, so that, following such action, the nominees of Buyer will constitute a majority of the members of the Board then in office.
Board Resignations. The Parent shall have received from each Person who is, immediately prior to the Closing Date, a director of the Company or any of its Subsidiaries, his or her written resignation, effective as of the Closing Date, from such position.
Board Resignations. All members of the Board of Directors of the Company, other than Xxxx X. Xxxxxxxxxxx, shall have resigned and Xxxxx X. Loppert and Anat Ebbenstein shall have been appointed thereto.
Board Resignations. RTI shall have received written ------------------ letters of resignation from the RTI Board of Directors from each of the current members of such Board, in each case effective at the Effective Time.
Board Resignations. The Purchaser shall have received the resignations of the current members of the Board of Directors of the Company, subject to their re-election in accordance with Section 7.3 hereof.
