Common use of Director and Officer Resignations Clause in Contracts

Director and Officer Resignations. Prior to the Closing, the Sellers and the Company shall cause to be delivered to Buyer resignations executed by each director and officer of the Company and each Company Subsidiary in office as of immediately prior to the Closing, which resignations shall be effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, of directors and officers of the Company and Company Subsidiaries with those Persons designated by Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Micro Devices Inc)

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Director and Officer Resignations. Prior to the Closing, the Sellers and the The Company shall cause to be delivered deliver to Buyer resignations executed by each director and officer of the Company and each Company Subsidiary in office as of immediately prior to the Closing, Closing a resignation (which resignations shall may be effective conditioned upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon occurrence of the Closing, ) from each then-current member of directors the Board of Directors and all then-current officers of the Company and Company Subsidiaries with those Persons designated by Buyerfrom each then-current member of the Board of Directors or comparable governing body and all then-current officers for each of the Company’s Subsidiaries, unless Buyer requests that any such resignations not be delivered no later than three Business Days prior to Closing.

Appears in 1 contract

Samples: Merger Agreement (Alexion Pharmaceuticals, Inc.)

Director and Officer Resignations. Prior to the Closing, the Sellers and the Company shall cause to be delivered to Buyer resignations executed by each director and officer of the Company and each Company Subsidiary in office as of immediately At or prior to the Closing, which resignations Seller shall be deliver to Purchaser the resignations, effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon as of the Closing, of all members of the board of directors and officers of the Company from their positions as directors of the Company and Company Subsidiaries with those Persons designated by Buyerall officers of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Online Inc)

Director and Officer Resignations. Prior to At the Closing, the Sellers and Seller, unless otherwise requested in writing by the Company Buyer, shall cause to be delivered to the Buyer duly signed resignations executed by each director and officer of the Company and each Company Subsidiary in office as of immediately prior to the Closing, which resignations shall be effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, of directors and officers of each Company who are also officers of the Company and Company Subsidiaries with those Persons designated by BuyerSeller or the Seller Affiliates (other than the Companies).

Appears in 1 contract

Samples: Purchase Agreement (Ml Life Insurance Co of New York)

Director and Officer Resignations. Prior Purchaser shall have received the resignations of Seller as to the Closing, the Sellers all offices and the Company shall cause to be delivered to Buyer resignations executed by each director and officer of directorships he holds with the Company and of Sxxxx Xxxxxx as to all offices she holds with the Company, each Company Subsidiary in office as of immediately prior to effective at the Closing, which resignations shall be effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, of directors and officers of the Company and Company Subsidiaries with those Persons designated by BuyerEffective Time.

Appears in 1 contract

Samples: Stock Purchase Agreement (Federal Signal Corp /De/)

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Director and Officer Resignations. Prior The Company shall deliver to Purchaser resignations, effective as of the Closing, of each of the Sellers and members of the Company shall cause to be delivered to Buyer resignations executed by each director and officer board of directors of the Company and each Company Subsidiary in office as of immediately prior to the Closing, which resignations shall be effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, of directors and officers of the Company and Company Subsidiaries with those Persons designated by Buyerits executive officers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telkonet Inc)

Director and Officer Resignations. Prior To the extent requested by Purchaser in writing before the Closing Date, Seller shall use its reasonable best efforts to deliver to Purchaser the Closing, the Sellers and the Company shall cause to be delivered to Buyer resignations executed by each director and officer of all members of the Company and each Company Subsidiary in office as of immediately prior to the Closing, which resignations shall be effective upon the Closing, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, boards of directors and the officers of the Company and the Company Subsidiaries with those Persons designated by Buyerfrom their respective positions as directors and/or officers of such entities immediately before the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interpublic Group of Companies Inc)

Director and Officer Resignations. Prior Seller shall deliver to the ClosingPurchasers, the Sellers and the Company shall cause to be delivered to Buyer resignations executed by each director and officer of the Company and each Company Subsidiary in office as of immediately on or prior to the Closing, which written resignations shall be effective upon of the Closingmanagers, and the Sellers and the Company shall cooperate with Buyer in preparing for the replacement, upon the Closing, of directors and officers of each Acquired Company, as requested at least ten (10) days prior to Closing by the Company and Company Subsidiaries with those Persons designated by Buyerapplicable Purchaser.

Appears in 1 contract

Samples: Equity Purchase Agreement (Adtalem Global Education Inc.)

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