Directors and Officers Organizational Documents Sample Clauses

Directors and Officers Organizational Documents. (a) Each Share Seller, at the request of Buyer, shall use reasonable efforts to cause each of the directors and officers (other than any Transferred Employees) of each Sold Company to resign or be removed from all director and officer positions with the Sold Companies effective at the Closing and shall request that, to the extent permitted by Law, such resignation include a release by such director or officer of any and all rights and claims (other than any claims that are Assumed Liabilities) against such Sold Companies to the extent permitted by law. (b) Each Share Seller shall use its reasonable efforts to cause each Sold Company to amend to the extent practicable, effective at the Closing, its memorandum, articles of incorporation or association, bylaws or similar organizational documents as reasonably requested by Buyer to the extent permitted by Law. Any filing fees or other costs and expenses in connection with such amendments shall be borne by Buyer.
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Directors and Officers Organizational Documents. 2 ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF AMEDISYS; DELIVERY OF MERGER CONSIDERATION 3
Directors and Officers Organizational Documents 

Related to Directors and Officers Organizational Documents

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

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