Common use of Director and Officer Resignations Clause in Contracts

Director and Officer Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly executed resignations, effective as of the Effective Time, of each member of the Board of Directors of the Company and each Company Subsidiary and, to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intelidata Technologies Corp), Agreement and Plan of Merger (Corillian Corp)

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Director and Officer Resignations. On Prior to the Closing Date, unless Parent instructs the Company otherwise in writing, the Company shall cause use its reasonable best efforts to be delivered to Parent duly executed resignations, effective obtain the resignation of each individual serving as a director or officer of (or comparable position with) the Company and its Subsidiaries as of immediately following the Effective Time from his or her position as a director or officer of (or comparable position with) the Company and its Subsidiaries (and not as an employee, if applicable, of the Company or any of its Subsidiaries), which resignations shall be effective immediately following the Effective Time, of each member of the Board of Directors of the Company and each Company Subsidiary and, to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bioceres Crop Solutions Corp.), Agreement and Plan of Merger (Marrone Bio Innovations Inc)

Director and Officer Resignations. On the Closing Date, the Company shall cause to be delivered deliver to Parent duly executed resignations, effective as of the Effective Time, of each officer, each member of the Board of Directors of the Company Company, and each Company Subsidiary and, to the extent requested by the Parent, each officer member of the Company and Board of Directors of each Company SubsidiarySubsidiary identified by Parent in writing to Company, and provided that neither Xx. Xxxxxxxxxxx nor Xx. Xxxxxxx shall take such other action as is necessary be requested to accomplish the foregoingresign.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cpac Inc), Agreement and Plan of Merger (Cpac Inc)

Director and Officer Resignations. On the Closing Date, the The Company shall cause to be have delivered to Parent duly executed written resignations, effective as of the Effective TimeClosing Date, of each member of the Board of Directors from any directors or officers of the Company and each Company Subsidiary and, or its Subsidiaries as may be requested by Parent in writing at least three (3) Business Days prior to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoingClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Semiconductor Corp)

Director and Officer Resignations. On The Company shall deliver to Parent prior to the Closing Date, a resignation letter (which may be conditioned upon the Company shall cause to be delivered to Parent duly executed resignations, effective as occurrence of the Effective Time, of Closing) from each then-current member of the Company Board of Directors and all then-current officers of the Company and each Company Subsidiary andCompany, unless Parent requests that any such resignations not be delivered no later than three Business Days prior to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoing.Closing. 5.19

Appears in 1 contract

Samples: Execution Version Agreement and Plan of Merger (DraftKings Inc.)

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Director and Officer Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly executed resignations, effective as of the Effective Time, of each officer listed in Schedule 4.12 and each member of the Board of Directors of the Company and each Company Subsidiary and, to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fresh Brands Inc)

Director and Officer Resignations. On (a) Immediately prior to the Closing DateClosing, unless otherwise determined by Parent, the Company shall cause to be delivered provide to Parent duly executed resignationsletters of resignation, effective as of the Effective TimeClosing Date, of from each member of the Board of Directors directors and officers of the Company and each Company Subsidiary and, to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoingCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AOL Inc.)

Director and Officer Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly executed resignationsprior to the Closing written resignations of each manager, director and officer of the Target Companies as set forth in Schedule 6.09, which resignations shall be effective as of the Effective Time, of each member of the Board of Directors of the Company and each Company Subsidiary and, to the extent requested by the Parent, each officer of the Company and each Company Subsidiary, and shall take such other action as is necessary to accomplish the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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