Common use of Resignation of Directors and Officers Clause in Contracts

Resignation of Directors and Officers. The Company shall have delivered to Parent the resignation of each director and officer of the Company (with respect to such position) to be effective as of the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Merger Agreement, Merger Agreement (Zillow Inc)

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Resignation of Directors and Officers. The Prior to the Effective Time, at the request of Parent, the Company shall have delivered to Parent the resignation of cause each director and each officer of the Company (with respect and/or any Subsidiary of the Company to such position) to be execute and deliver a letter effectuating his or her resignation as a director or officer of the Company and/or any applicable Subsidiary effective as of the Effective Time. At the request of Parent, the Company will cooperate with Parent to effect the replacement of any such directors and officers selected by Parent at the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Sonosite Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (ArcSight Inc)

Resignation of Directors and Officers. The Prior to the Effective Time, the Company shall have delivered deliver to Parent evidence reasonably satisfactory to Parent of the resignation resignations of each director and officer of (i) the directors of the Company from the Board of Directors of the Company and all committees thereof and (with respect to ii) the officers of the Company, such position) resignations to be effective as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Atheros Communications Inc), Merger Agreement (Intellon Corp)

Resignation of Directors and Officers. The To the extent requested by Parent, the Company shall have use its commercially reasonable efforts to cause to be delivered to Parent the resignation of resignations executed by each director and officer of the Company (with respect to such position) to be effective in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Thermo Fisher Scientific Inc.), Merger Agreement (PPD, Inc.)

Resignation of Directors and Officers. The Company Parent shall have delivered to Parent received a written resignation from each of the resignation of each director directors and officer officers of the Company and each of its subsidiaries (with respect to such positionin their capacities as such) to be effective as of immediately prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Electronic Clearing House Inc), Merger Agreement (Electronic Clearing House Inc)

Resignation of Directors and Officers. The Company Parent shall have delivered to Parent received written resignations from all of the resignation of each director directors and officer officers of the Company (with respect to such position) to be and its Subsidiaries, as applicable effective as of the Effective Time.Time and the directors and officers set forth in Section 5.11 shall have been appointed as set forth therein;

Appears in 1 contract

Samples: Merger Agreement (Vringo Inc)

Resignation of Directors and Officers. The Company Parent shall have delivered to Parent received ------------------------------------- a written resignation from each of the resignation of each director directors and officer officers of the Company (with respect to such position) to be effective as of the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lantronix Inc)

Resignation of Directors and Officers. The Company shall have delivered to Parent Buyer the resignation resignations of each director all officers and officer directors of the Company (with respect to such position) to be effective as of the Effective TimeCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Grey Wolf Inc)

Resignation of Directors and Officers. The Company shall have delivered to Parent the resignation of each director and officer received written resignations from all of the Company (with respect to such positiondirectors and officers of the Parent set forth on Schedule 6.3(i) to be attached hereto effective as of the Effective Time.Time and the directors and officers to be designated by Parent and the Company as set forth in Sections 1.6 and 5.12 shall have been appointed as set forth therein;

Appears in 1 contract

Samples: Merger Agreement (Document Security Systems Inc)

Resignation of Directors and Officers. The Prior to the Effective Time, the Company shall have delivered deliver to Parent evidence satisfactory to Parent of the resignation resignations of each director and officer of (i) the directors of the Company from the Board of Directors of the Company and all committees thereof and (with respect to ii) the officers of the Company, such position) resignations to be effective as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Logicvision Inc)

Resignation of Directors and Officers. The Company shall have delivered to Parent the resignation of each director directors and officer officers of the Company (with respect and each Company Subsidiary in office immediately prior to the Effective Time shall have resigned as directors and officers of such position) to be company effective as of the Effective Time, and Parent shall have received letters of resignation, including a release of all claims against the Company and Company Subsidiaries, from such persons, except for such claims as arise pursuant to this Agreement or any Ancillary Agreements.

Appears in 1 contract

Samples: Merger Agreement (Intercontinental Exchange, Inc.)

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Resignation of Directors and Officers. The At the written request of Parent, the Company shall have delivered to Parent the resignation of cause each director and officer of the Company (or any director or officer of any of the Company’s Subsidiaries to resign in such capacity, with respect to such position) resignations to be effective as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Sharps Compliance Corp)

Resignation of Directors and Officers. The To the extent requested by Parent, the Company shall have use its reasonable best efforts to cause to be delivered to Parent the resignation of resignations executed by each director and officer of the Company (with respect to such position) to be effective in office as of immediately prior to and effective upon (a) the Effective Time.consummation of the Offer or (b) the

Appears in 1 contract

Samples: Purchase Agreement (Thermo Fisher Scientific Inc.)

Resignation of Directors and Officers. The directors and officers of Company in office immediately prior to the Effective Time shall have delivered to Parent the letters of resignation as directors and officers, as applicable, of each director and officer of the Company (with respect to such position) to be effective as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (McData Corp)

Resignation of Directors and Officers. The Company shall have delivered obtain and deliver to Parent on or prior to the Closing the resignation of each director and officer of the Company (with respect to such position) to be effective as of the Effective TimeClosing.

Appears in 1 contract

Samples: Merger Agreement (Captaris Inc)

Resignation of Directors and Officers. The All directors and officers of the Company shall have delivered to Parent submitted their resignations from the resignation of each director and officer of the Company (with respect to such position) to be Board effective as of the Effective TimeTime or such Persons shall have otherwise been removed from such position effective as of the Effective Date.

Appears in 1 contract

Samples: Merger Agreement (Investors Real Estate Trust)

Resignation of Directors and Officers. The Company Parent shall have delivered to Parent received a written resignation from each of the resignation of each director directors and officer officers of the Company (with respect to such position) to be and its Subsidiaries effective as of the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)

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