Common use of Certain Resignations Clause in Contracts

Certain Resignations. At or prior to the Distribution Date, except as otherwise agreed between Harbor and Voyager in writing prior to the Distribution Date, Harbor shall cause each employee and director of Harbor and its Subsidiaries who will not, from and after the Effective Time, be an officer or director, as applicable, of Spinco to resign, effective not later than the Distribution Date, from the board of directors of Spinco, and from all positions as officers of Spinco in which they serve, it being understood that the only officers and directors of Spinco from and after the Effective Time shall be those persons mutually agreed by the Parties in accordance with Section 7.8. At or prior to the Distribution Date, Harbor will cause each employee and director of Spinco and its Subsidiaries who will not be employed by Harbor or a Harbor Subsidiary after the Distribution Date to resign, effective not later than the Distribution Date, from all boards of directors or similar governing bodies of Harbor, any Harbor Subsidiary or any other Person in which Harbor holds any equity interest on which they serve, and from all positions as officers of Harbor, any Harbor Subsidiary or any other Person in which Harbor holds any equity interest in which they serve.

Appears in 4 contracts

Samples: Contribution and Distribution Agreement, Contribution and Distribution Agreement (HS Spinco, Inc.), Contribution and Distribution Agreement (HS Spinco, Inc.)

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