Common use of Director Resignations Clause in Contracts

Director Resignations. At the Closing the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each case, effective at the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Party City Corp), Merger Agreement (Bass Robert M), Merger Agreement (Amscan Holdings Inc)

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Director Resignations. At the Closing Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at the Effective Time, of each director of the Company in office as of immediately prior to the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Virgin America Inc.)

Director Resignations. At the Closing the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the CompanyCompany and, as specified by Parent reasonably in advance of the Closing, all directors of each Company Subsidiary, in each case, effective at the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Oshkosh B Gosh Inc), Merger Agreement (Carters Inc)

Director Resignations. At the Closing Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of each Subsidiary the Company and the Company Subsidiaries (other than directors of the Company, as specified by Company and the Company Subsidiaries whom Parent reasonably determines shall continue to serve in advance of such capacities following the Closing, in each caseEffective Time), effective at the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Cdi Corp), Merger Agreement (Higher One Holdings, Inc.)

Director Resignations. At the Closing the The Company shall obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of all the Effective Time, of those directors of each the Company or any Subsidiary of the Company, as specified Company designated by Parent reasonably to the Company in advance of writing at least five (5) Business Days prior to the Closing, in each case, effective at the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Digital River Inc /De), Merger Agreement (Tekelec)

Director Resignations. At the Closing the The Company shall obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at as of the Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least three (3) Business Days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (WaferGen Bio-Systems, Inc.)

Director Resignations. At the Closing Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of each Subsidiary the Company and its Subsidiaries (other than directors of the Company, as specified by Subsidiaries whom Parent reasonably determines shall continue to serve in advance of such capacities following the Closing, in each caseEffective Time), effective at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Guidance Software, Inc.)

Director Resignations. At the Closing the The Company shall obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at as of the Effective Time, of those directors of the Company or any Material Company Subsidiary designated by Parent to the Company in writing at least fifteen (15) business days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Intergraph Corp)

Director Resignations. At the Closing Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as Company and its Subsidiaries specified in writing by Parent (other than Company Designated Directors) reasonably in advance of the Closing and in any event at least five (5) Business Days prior to Closing, in each case, case effective at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Investors Heritage Capital Corp)

Director Resignations. At the Closing the The Company shall obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at as of the Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least ten (10) business days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Genesco Inc)

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Director Resignations. At Prior to the Closing Closing, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary and officers of the Company, as specified by Parent reasonably in advance of the Closing, in each case, which resignations shall be effective at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Albany Molecular Research Inc)

Director Resignations. At the Closing the The Company shall obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at as of the Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least fifteen (15) business days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Performance Food Group Co)

Director Resignations. At or prior to the Closing Closing, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of each Subsidiary the Company who are not also officers of the Company, as specified by Parent reasonably in advance of the Closing, in each case, which resignations shall be effective at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Mantech International Corp)

Director Resignations. At The Company shall obtain and deliver to the Parent at the Closing the Company shall deliver to Parent evidence reasonably satisfactory to the Parent of the resignation of all directors of each Subsidiary of the Company, as specified by Parent reasonably in advance of the Closing, in each caseresignation, effective at as of the Effective Time, of those directors of the Company or any Company Subsidiary designated by the Parent to the Company in writing at least fifteen (15) business days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Amreit)

Director Resignations. At the Closing Closing, the Company shall deliver to Parent evidence a letter of resignation in a form reasonably satisfactory to Parent from each of the resignation of all directors of each Subsidiary the Company and its Subsidiaries (other than directors of the Company, as specified by Subsidiaries whom Parent reasonably determines shall continue to serve in advance of such capacities following the Closing, in each caseEffective Time), effective at the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Finjan Holdings, Inc.)

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