Common use of Director Resignations Clause in Contracts

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 29 contracts

Samples: Merger Agreement (Juniper Networks Inc), Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Aveo Pharmaceuticals, Inc.)

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Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company and its Subsidiaries in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 11 contracts

Samples: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (Alaska Communications Systems Group Inc)

Director Resignations. The Prior to the Effective Time, the Company shall will use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office and each Company Subsidiary to execute and deliver a letter effectuating such director’s resignation, effective as of immediately prior to the Effective Time and effective upon the Effective Time, as a director of the Company or such Company Subsidiary, as applicable.

Appears in 10 contracts

Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Seagen Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 6 contracts

Samples: Merger Agreement (Brightcove Inc), Merger Agreement (Tzuo Tien), Merger Agreement (Zuora Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the First Effective Time and effective upon the First Effective Time.

Appears in 6 contracts

Samples: Merger Agreement (SALESFORCE.COM, Inc.), Merger Agreement (Kla Tencor Corp), Agreement and Plan of Reorganization (Zulily, Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time, which resignations shall be effective at the Effective Time and effective upon the Effective Timewhich resignations shall not have been revoked.

Appears in 6 contracts

Samples: Merger Agreement (Aeroways, LLC), Merger Agreement (Clearwater Paper Corp), Merger Agreement (Cellu Tissue Holdings, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause deliver to be delivered to Parent resignations executed by each director of the Company in office as of immediately Parent, at or prior to the Effective Time Time, resignations of each of the directors of the Company and its Subsidiaries, in a form reasonably satisfactory to Parent, effective upon the Effective Time.

Appears in 5 contracts

Samples: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.), Merger Agreement (Aratana Therapeutics, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations Parent, at or prior to the Effective Time, resignations, effective upon the Effective Time, executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (IHS Markit Ltd.), Merger Agreement (S&P Global Inc.), Merger Agreement (Markit Ltd.)

Director Resignations. The Prior to the Closing, except as otherwise may be agreed by Parent, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by obtain resignation letters from each director of the members of the board of directors of the Company and each of its Subsidiaries, in office each case with the resignation to be effective as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement, Merger Agreement (Meridian Bioscience Inc), Merger Agreement (Mazor Robotics Ltd.)

Director Resignations. The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Encana Corp), Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Fei Co)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Cousins Properties Inc), Merger Agreement (Reis, Inc.), Merger Agreement (Annaly Capital Management Inc)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent written resignations executed by each director of the Company in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Galaxy Gaming, Inc.), Merger Agreement (Owens & Minor Inc/Va/), Merger Agreement (Soliton, Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time, which resignations shall be effective at the Effective Time and effective upon the Effective Timewhich shall have not been revoked.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)

Director Resignations. The Prior to the Closing, other than with respect to any directors identified by Parent in writing to the Company two (2) days prior to the Closing Date, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.), Merger Agreement (Nobel Learning Communities Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations executed by each director of the Company Company, in each case, as in office as of immediately prior to the First Effective Time and which such resignations shall be effective upon (and conditioned upon) the First Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Matterport, Inc./De), Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, and the Company shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of directors and officers of the Company Subsidiaries with those Persons designated by Parent.

Appears in 2 contracts

Samples: Merger Agreement, Agreement and Plan of Merger (Ca, Inc.)

Director Resignations. The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the First Effective Time and effective upon the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Kraton Corp), Merger Agreement (U.S. Concrete, Inc.)

Director Resignations. The Prior to the Effective Time, the Company shall will use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office to execute and deliver a letter effectuating such director’s resignation, effective as of immediately prior to the Effective Time and effective upon the Effective Time, as a director of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ImmunoGen, Inc.), Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations executed by each director of the Company in office as of immediately at or prior to the Effective Time and Closing the written resignations, effective upon as of the Effective Time, of each of the directors of the Company.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Reebok International LTD)

Director Resignations. The Except as may otherwise be agreed by Parent, the Company shall will use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations executed by each director at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company and any of its Subsidiaries who are in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time. The Company shall use its reasonable best efforts to: (a) cause to be delivered to Parent resignations executed by each director of the Company Foundations in office as of immediately prior to the Effective Time and effective upon the Effective Time, and (b) take such actions as reasonably requested by Parent to appoint the individuals designated in writing by Parent to the board of directors of the Company Foundations with effect upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Tapestry, Inc.), Agreement and Plan of Merger (Capri Holdings LTD)

Director Resignations. The Company shall use its reasonable best efforts to cause to be have delivered to Parent resignations executed by the resignation of each director member of the Board of Directors of the Company in office effective as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Bed Bath & Beyond Inc), Merger Agreement (Cost Plus Inc/Ca/)

Director Resignations. The Except as otherwise requested by Parent, prior to the Closing Date, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director resignations, effective immediately after the Closing, of the directors of the Company and each of the Company Subsidiaries in office as of immediately prior to the Effective Time and effective upon the Effective Time(other than directors designated by Parent pursuant to Section 1.03).

Appears in 2 contracts

Samples: Merger Agreement (MGC Parent LLC), Merger Agreement (MGC DIAGNOSTICS Corp)

Director Resignations. The On or prior to the Closing, the Company shall use its commercially reasonable best efforts to cause to be delivered deliver to Parent resignations resignations, in form and substance reasonably satisfactory to Parent, executed by each director of the Company in office as of immediately prior to the First Effective Time Time, in each case, conditioned and effective upon the First Effective Time. Notwithstanding the foregoing, the Company will not be in breach of this Section 4.15 if it fails to obtain the resignation of any such director if Parent will have the power, directly or indirectly, to remove any such Person from his or her position as a director without cause immediately after the First Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Drilling Tools International Corp), Merger Agreement (Superior Drilling Products, Inc.)

Director Resignations. The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company and its wholly-owned Subsidiaries in office as of immediately prior to the Merger Effective Time and Time, such resignations to be effective upon as of the Merger Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Omega Healthcare Investors Inc), Merger Agreement (Aviv Reit, Inc.)

Director Resignations. The Company Parent shall use its reasonable best efforts to cause to be delivered to Parent resignations the Company a letter of resignation in the form reasonably acceptable to the Company executed by each director of the Company Parent in office as of immediately prior to the Effective Time and (other than the Continuing Directors), such resignations to be effective upon as of the Effective Time, to the extent that such director has not previously delivered such resignation.

Appears in 2 contracts

Samples: Merger Agreement (Terra Property Trust, Inc.), Merger Agreement (Western Asset Mortgage Capital Corp)

Director Resignations. The Prior to the Closing, except as otherwise may be instructed by Parent, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by obtain resignation letters from each director of the members of the board of directors of the Company and each of its Subsidiaries, in office each case with the resignation to be effective as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Lumenis LTD), Merger Agreement (Lumenis LTD)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company and its wholly-owned Subsidiaries in office as of immediately prior to the Company Merger Effective Time and Time, such resignations to be effective upon as of the Company Merger Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Griffin-American Healthcare REIT II, Inc.), Merger Agreement (Northstar Realty Finance Corp.)

Director Resignations. The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company and its wholly owned Subsidiaries in office as of immediately prior to the Merger Effective Time and Time, such resignations to be effective upon as of the Merger Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (OHI Healthcare Properties Limited Partnership), Merger Agreement (MedEquities Realty Trust, Inc.)

Director Resignations. The Prior to the then-scheduled expiration of the Offer, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective TimeTime (resigning from all directorships with the Company and its Subsidiaries).

Appears in 2 contracts

Samples: Merger Agreement (Hologic Inc), Merger Agreement (Cynosure Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent prior to the Closing resignations executed by of each director of the Company in office as of immediately prior to the Effective Time Time, in each case, conditioned and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Viasat Inc), Merger Agreement (RigNet, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company, Company Operating Partnership and each of their wholly owned Subsidiaries in office as of immediately prior to the Effective Time and effective upon the Merger Effective Time, such resignations to be effective as of the Merger Effective Time, as applicable.

Appears in 2 contracts

Samples: Merger Agreement (Colony Capital, Inc.), Merger Agreement (Starwood Waypoint Residential Trust)

Director Resignations. The At or prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent written resignations executed by each director of the Company in office as of immediately prior to the Effective Time, which resignations shall be effective at the Effective Time and effective upon the Effective Timewhich resignations shall not have been revoked.

Appears in 2 contracts

Samples: Merger Agreement (Raven Industries Inc), Merger Agreement (CNH Industrial N.V.)

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Director Resignations. The Upon the written request of Parent, the Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and to deliver to Parent resignations, effective upon the as of Effective Time, with respect to their service as directors of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Gramercy Property Trust Inc.), Merger Agreement (Chambers Street Properties)

Director Resignations. The Prior to the Closing, other than with respect to any directors identified by Parent in writing to the Company two days prior to the Closing Date, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Jo-Ann Stores Inc), Merger Agreement (J Crew Group Inc)

Director Resignations. The Upon the written request of Parent, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company or any of its Subsidiaries designated by Parent and in office as of immediately prior to the Effective Time and to deliver to Parent resignations, effective upon the as of Effective Time, with respect to their service as directors of the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time Time, in form and substance reasonably satisfactory to Parent, which resignations shall be effective upon at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Alteva, Inc.)

Director Resignations. The Except as otherwise requested by Parent or as described on Section 6.11 of the Company Disclosure Letter, prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time; provided, that such resignations shall not in any way affect the entitlement to, treatment, forfeiture, vesting or receipt of any Company Equity Awards held by such directors or any other compensation arrangements with such directors.

Appears in 1 contract

Samples: Merger Agreement (M.D.C. Holdings, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations at the Closing resignations, effective as of the Effective Time, executed by each director of the directors of the Company designated by Parent in office as of immediately writing to the Company not less than five days prior to the Effective Time and effective upon the Effective TimeClosing (if any).

Appears in 1 contract

Samples: Merger Agreement (Houghton Mifflin Harcourt Co)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Sentio Healthcare Properties Inc)

Director Resignations. The Prior to the Closing, other than with respect to any directors identified by Parent in writing to the Company two (2) days prior to the Closing Date, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company and its Subsidiaries in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Rural/Metro Corp /De/)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time to resign from the Company Board, to be effective as of, and effective conditioned upon the occurrence of, the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Circor International Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations at the Closing resignations, effective as of the Effective Time, executed by each director of the directors and officers of the Company and each of the other Acquired Companies designated by Parent in office as of immediately writing to the Company not less than five business days prior to the Effective Time and effective upon the Effective TimeClosing (if any).

Appears in 1 contract

Samples: Merger Agreement (Rosetta Stone Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director at or prior to the Closing evidence reasonably satisfactory to Parent of the resignation, conditioned and effective as of the Effective Time, of the directors of the Company in office as of immediately prior to the Effective Time and effective upon Time, in each case, solely in such individual’s capacity as a director of the Effective TimeBoard of Directors of the Company.

Appears in 1 contract

Samples: Merger Agreement (Air Transport Services Group, Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its commercially reasonable best efforts to cause to be delivered deliver to Parent resignations resignations, in form and substance reasonably satisfactory to Parent, executed by each director of the Company in office as of immediately prior to the First Effective Time Time, in each case, conditioned and effective upon the First Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Bioventus Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered obtain and deliver to Parent resignations executed by each director at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company and, as reasonably requested by Parent, any of its Subsidiaries, who are in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Cooper Tire & Rubber Co)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Smartsheet Inc)

Director Resignations. The Company shall use its reasonable best efforts to cause to be have delivered to Parent resignations executed by prior to the Closing the resignation of each director of the Company in office Company, effective as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Sra International Inc)

Director Resignations. The Prior to the Effective Time, upon Parent’s written request, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each any director of the Company in office to execute and deliver to the Company a letter effectuating his or her resignation as a director of the Company effective as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Ondas Holdings Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations Purchaser resignations, conditioned on the occurrence of the Closing and effective immediately prior to the Effective Time, executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (RealD Inc.)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent written resignations executed by each director of the Company in office as of immediately prior to the Effective Time, which resignations shall be effective at the Effective Time and effective upon the Effective Timewhich resignations shall not have been revoked.

Appears in 1 contract

Samples: Merger Agreement (Chemtura CORP)

Director Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to cause to be delivered deliver to Parent written resignations executed by each director of the Company (and, to the extent requested, each director of each Subsidiary of the Company) in office as of immediately prior to the Effective Time and Time, which resignations shall be effective upon at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (MyoKardia, Inc.)

Director Resignations. The Except as otherwise requested by Parent, prior to the Closing Date, the Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director resignations, effective immediately after the Closing, of the directors of the Company and each of the Company Subsidiaries in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (NCI, Inc.)

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company Company, at least two (2) Business Days prior to the Closing Date, as in office as of immediately prior to the Effective Time and which such resignations shall be effective upon (and conditioned upon) the Effective Time; provided that the failure to deliver any such resignations shall not be deemed to be a failure of any condition set forth in Article VII.

Appears in 1 contract

Samples: Merger Agreement (Costar Group, Inc.)

Director Resignations. The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company and its Subsidiaries in office as of immediately prior to the Effective Time and (other than with respect to any directors identified by Parent in writing to the Company two (2) Business Days prior to the Closing Date), which resignations shall be effective upon at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Sun Healthcare Group Inc)

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