Common use of Resignation of Directors Clause in Contracts

Resignation of Directors. Prior to the Closing, the Company shall cause each director of the Company to execute a resignation and release letter in a form acceptable to Parent, effective as of the Effective Time.

Appears in 2 contracts

Samples: Agreement of Merger (Sun Pharmaceutical Industries LTD), Agreement of Merger (Taro Pharmaceutical Industries LTD)

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Resignation of Directors. Prior to the Closing, the The Company shall cause each director of the directors of the Company and its Subsidiaries, in each case, to execute the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit a letter of resignation and release letter in a form acceptable to Parent, or otherwise be removed effective as of on or before the Effective TimeClosing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Internet Brands, Inc.), Agreement and Plan of Merger (Getty Images Inc)

Resignation of Directors. Prior to the Closing, the The Company shall cause each director of the Company to execute a resignation and release letter in a form acceptable and substance reasonably satisfactory to Parent, effective as of of, and conditioned upon, the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)

Resignation of Directors. Prior to At the Closing, except as otherwise may be agreed by Parent, the Company shall use commercially reasonable efforts to cause each director to be delivered to Parent the resignation of all members of the Company Board who are in office immediately prior to execute a resignation and release letter in a form acceptable to Parentthe Effective Time, which resignations shall be effective as of at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD)

Resignation of Directors. Prior The Company shall cause to be delivered to Parent prior to the Closing written resignations of each director and officer of the Company (unless Parent otherwise notifies the Company in writing prior to the Closing, the Company shall cause each director of the Company to execute a resignation and release letter ) in a form reasonably acceptable to ParentCompany and Parent acting in good faith, which such resignations shall be effective as of the Effective TimeClosing.

Appears in 1 contract

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

Resignation of Directors. Prior to the Closing, the The Company shall cause each director of the Company and its Subsidiaries to execute a resignation Director Resignation and release letter in a form acceptable to ParentRelease Letter, effective as of the Effective TimeClosing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (JFrog LTD)

Resignation of Directors. Prior to the Closing, the The Company shall cause each director obtain and deliver to Parent on or before the Closing the resignation of the directors of the Company and each Subsidiary or the Stockholder Representative shall cause such directors to execute a resignation and release letter in a form acceptable to Parent, effective be terminated as directors of the Effective Timesuch entities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concur Technologies Inc)

Resignation of Directors. Prior The directors of Company listed in a letter to be delivered by Buyer to Company prior to the Closing, the Company Closing Date shall cause each director have submitted their resignations in writing to Company. Such resignations of the Company to execute a resignation and release letter directors (in a form acceptable to Parent, such capacity) shall be effective as of the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Macneal Schwendler Corp)

Resignation of Directors. Prior to the Closing, the Company shall cause have caused each director of the Company to execute a resignation and release letter in a form acceptable to ParentDirector Resignation Letter, effective as of the Effective Time.

Appears in 1 contract

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

Resignation of Directors. Prior to the Closing, the The Company shall will cause each director of the directors of the Company to execute submit at the Closing a letter of resignation in form reasonably satisfactory to Parent and release letter in a form acceptable to Parent, effective as of the Effective Time. Notwithstanding the foregoing, the Company will not be in breach of this Section 5.15 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 of the Company without cause immediately after the Effective Time with no liability in excess of $500,000 in the aggregate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scana Corp)

Resignation of Directors. Prior to At the Closing, except as otherwise may be agreed by Parent, the Company shall cause each director to be delivered to Parent the resignation of all members of the Company Board of Directors who are in office immediately prior to execute a resignation and release letter in a form acceptable to Parentthe Effective Time, which resignations shall be effective as of at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chindata Group Holdings LTD)

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Resignation of Directors. Prior to To the Closingextent requested by Parent, the Company shall cause to be delivered to Parent resignations by each director of the Company to execute a resignation and release letter in a form acceptable to Parent, effective office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dover Motorsports Inc)

Resignation of Directors. Prior to At the Closing, except as otherwise may be agreed by Parent, the Company shall use its reasonable best efforts to cause each director to be delivered to Parent the resignation of all members of the Company Board who are in office immediately prior to execute a resignation and release letter in a form acceptable to Parentthe Effective Time, which resignations shall be effective as of immediately prior to (but conditioned on the occurrence of) the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ORBCOMM Inc.)

Resignation of Directors. Prior to At the Closing, except as otherwise may be agreed by Parent, the Company shall cause each director to be delivered to Parent the resignation of all members of the Company Board of Directors who are in office immediately prior to execute a resignation and release letter in a form acceptable to Parent, effective as of the Effective Time, which resignations shall be effective at, and conditioned upon, the Effective Time, and shall not affect any employment relationship with the Company or any of its Subsidiaries, as applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.)

Resignation of Directors. Prior At or prior to the Closing, except as otherwise may be agreed by Parent, the Company shall cause each director deliver to Parent the resignation of all members of the Company Board who are in office immediately prior to execute a resignation and release letter in a form acceptable to Parentthe Effective Time, which resignations shall be effective as of at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zymogenetics Inc)

Resignation of Directors. Prior to the Closing, the The Company shall cause each director of the directors of the Company and its Subsidiaries, in each case, to execute the extent requested by Parent no less than two (2) Business Days prior to the Closing Date, to submit a letter of resignation and release letter in a form acceptable to Parent, or otherwise be removed effective as of on or before the Effective TimeClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentec Inc)

Resignation of Directors. Prior to the Closing, the The Company shall cause each director of the Company to execute a resignation and release letter in a substantially the form acceptable to Parentattached hereto as Exhibit C (the “Form of Resignation Letter”), effective as of the Effective TimeClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn National Gaming Inc)

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