Common use of Resignation of Directors and Officers Clause in Contracts

Resignation of Directors and Officers. To the extent requested by Parent in writing prior to the Closing Date, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing, to be effective as of the Closing, duly signed resignations of each officer and director of the Company designated by Parent.

Appears in 2 contracts

Samples: Merger Agreement (U.S. Renal Care Inc), Merger Agreement (Dialysis Corp of America)

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Resignation of Directors and Officers. To the extent requested by Parent in writing at least five (5) Business Days prior to the Closing Date, the Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing, to be effective as of the Closing, duly signed resignations of each officer and director of the Company designated by Parent.

Appears in 2 contracts

Samples: Merger Agreement (Brink's Home Security Holdings, Inc.), Merger Agreement (Tyco International LTD /Ber/)

Resignation of Directors and Officers. To At the extent Closing, if requested by Parent in writing prior to the Closing DateParent, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing, evidence reasonably satisfactory to be effective as Parent of the Closing, duly signed resignations resignation of each officer and director any or all the directors and/or officers of the Company designated by Parentand any Subsidiary of the Company, effective at the Effective Time; provided, that any such resignations of any officer shall not affect such officer’s employment status with the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc)

Resignation of Directors and Officers. To the extent requested by Parent in writing prior to the Closing Date, the Company Parties shall use its their reasonable best efforts to obtain and deliver to Parent at the Closing, to be effective as of the Closing, duly signed resignations of each officer and director of the Company designated by Parentand its Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Kirby Corp), Agreement and Plan of Merger (K-Sea Transportation Partners Lp)

Resignation of Directors and Officers. To the extent If requested by Parent Parent, the directors and officers of the Company in writing office immediately prior to the Closing Datewill have resigned as directors or officers of the Company, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing, to be effective as of the ClosingClosing Date, and Parent will have received duly signed resignations executed letters of each officer resignation in form and director of the Company designated by Parentsubstance reasonably satisfactory to Parent from such directors and officers.

Appears in 1 contract

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

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Resignation of Directors and Officers. To At the Closing, except as otherwise may be agreed in writing by Parent, the Company shall deliver to Parent the resignation of all of the members of the Board of Directors of the Company who are in office immediately prior to the Effective Time (and to the extent requested by Parent in writing prior to Parent, from any member of the Closing Dateboard of directors (or any equivalent) of each Subsidiary of the Company), the Company which resignations shall use its reasonable best efforts to obtain and deliver to Parent be effective at the Closing, to be effective as of the Closing, duly signed resignations of each officer and director of the Company designated by ParentEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Inovalon Holdings, Inc.)

Resignation of Directors and Officers. To At the Closing, except as otherwise may be agreed in writing by Parent, the Company shall deliver to Parent the resignation of all of the members of the Board of Directors of the Company who are in office immediately prior to the Effective Time (and to the extent requested by Parent in writing prior to Xxxxxx, from any member of the Closing Dateboard of directors (or any equivalent) of each Subsidiary of the Company), the Company which resignations shall use its reasonable best efforts to obtain and deliver to Parent be effective at the Closing, to be effective as of the Closing, duly signed resignations of each officer and director of the Company designated by ParentEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Model N, Inc.)

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