Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Collegiate Funding Services Inc), Agreement and Plan of Merger (Claires Stores Inc), Agreement and Plan of Merger (United Rentals Inc /De)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard who are in office immediately prior to the Effective Time, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, which resignations shall be effective at the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Coleman Cable, Inc.), Agreement and Plan of Merger (Iris International Inc)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard who are in office immediately prior to the Effective Time, which resignations shall be effective as specified by Parent reasonably in advance of immediately prior to (but conditioned on the Closing, all directors of each subsidiary of the Company, in each case, effective at occurrence of) the Effective Time.
Appears in 6 contracts
Samples: And (At Home Group Inc.), Agreement and Plan of Merger (At Home Group Inc.), Agreement and Plan of Merger (Control4 Corp)
Resignation of Directors. At Immediately prior to the ClosingEffective Time, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by (other than those directors set forth in a written notice of Parent reasonably in advance of the Closing, all directors of each subsidiary of to the Company), in each case, such resignations to become effective at as of the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Seminis Inc)
Resignation of Directors. At the Closing, the Company shall deliver to the Parent evidence reasonably satisfactory to the Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified specifically requested by Parent reasonably in advance of the Closing, all the directors of each subsidiary any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teleflex Medical Inc), Agreement and Plan of Merger (Inhibitex, Inc.), Agreement and Plan of Merger (Arrow International Inc)
Resignation of Directors. At the Closing, the Company shall deliver use reasonable best efforts to Parent evidence reasonably satisfactory to Parent of the resignation of cause all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, to execute and deliver a letter effecting his or her resignation as a director (but not as an employee and without prejudice to such person’s rights as an employee) of such entity effective at the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rite Aid Corp), Agreement and Plan of Merger (Albertsons Companies, LLC), Agreement and Plan of Merger (Rite Aid Corp)
Resignation of Directors. At the Closing, the Company shall will deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as to the extent specified by Parent reasonably in advance of the Closing, all directors of each subsidiary Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as and its subsidiaries specified by Parent in writing reasonably in advance of the Closing, all directors of each subsidiary of Closing (but in no event less than five business days prior to the CompanyClosing Date), in each case, effective at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel Corp)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary and any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jagged Peak, Inc.), Agreement and Plan of Merger (Teavana Holdings Inc), Agreement and Plan of Merger (Starbucks Corp)
Resignation of Directors. At the Closing, if requested by Parent, the Company shall use commercially reasonable efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the members of the Company Board and the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each caseSubsidiaries, effective at as of the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Benihana Inc)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company andCompany. Upon the request of Parent, as specified by Parent reasonably in advance of the Closing, the Company will seek to obtain the resignation of all directors of each subsidiary Subsidiaries of the Company, in each case, effective at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Genesis Healthcare Corp), Agreement and Plan of Merger (Hca Inc/Tn)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver cause to be delivered to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard who are in office immediately prior to the Effective Time, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, which resignations shall be effective at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.), Agreement and Plan of Merger (China Customer Relations Centers, Inc.), Agreement and Plan of Merger (Gridsum Holding Inc.)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (Railamerica Inc /De)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance and each Subsidiary of the Closing, all directors of each subsidiary Company other than those set forth on Section 5.11 of the Company, in each caseCompany Letter, effective at as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Orbital Atk, Inc.)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors Directors of the Company and, as and its subsidiaries specified by Parent in writing reasonably in advance of the Closing, all directors of each subsidiary of Closing (but in no event less than five (5) business days prior to the CompanyClosing Date), in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as and its Subsidiaries specified by Parent in writing reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Resignation of Directors. At the Closing, if requested by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all of the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary or any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
Resignation of Directors. At the Closing, the The Company shall deliver to Parent evidence reasonably satisfactory to Parent of at the Closing the resignation of all directors each member of the Company and, as specified by Parent reasonably in advance board of the Closing, all directors of each subsidiary Company Entity (unless otherwise agreed to by Parent and any such member of the Companysuch board of directors), in each case, which resignation shall be effective at as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evans Hugh D), Agreement and Plan of Merger (Anaren Inc)
Resignation of Directors. At the Closing, the The Company shall use reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of (i) the resignation of all directors and officers of the Company and, as specified by Parent reasonably in advance and (ii) the resignation of the Closing, all such other officers and directors of each subsidiary of the Company’s Subsidiaries as Parent shall have requested in writing and delivered to the Company not less than three (3) Business Days prior to the Closing Date, in each case, effective at as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Desktop Metal, Inc.)
Resignation of Directors. At the Closing, if requested by the Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary and any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Unica Corp)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement (Deltek, Inc), Agreement and Plan of Merger (Datascope Corp)
Resignation of Directors. At Prior to the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance and each of the Closing, all directors of each subsidiary of the Company, in each caseits Subsidiaries, effective at as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SMTC Corp), Agreement and Plan of Merger (SMTC Corp)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each caseContinuing Directors, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Service Inc), Agreement and Plan of Merger (Atlas Copco North America Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Vnu Group B.V.)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary members of the Company’s board of directors who are in office immediately prior to the Effective Time from the board of directors or similar governing body of each of the Company’s Subsidiaries, in each case, which resignations shall be effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Pactiv Corp)
Resignation of Directors. At the Closing, the The Company shall use its commercially reasonable efforts to obtain and deliver to Parent at the Closing of the Merger evidence reasonably satisfactory to Parent of the resignation resignations, effective as of the Effective Time, of all directors and executive officers of the Company andor any Company Subsidiary, except as specified otherwise agreed by Parent reasonably in advance of the ClosingParent, all and provide such directors of each subsidiary of the Company, in each case, effective at the Effective Timeand executive officers customary releases.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company andCompany. Upon the request of Parent, as specified by Parent reasonably in advance of the Closing, the Company will seek to obtain the resignation of all directors of each subsidiary of the Company’s Subsidiaries, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Triad Hospitals Inc), Agreement and Plan of Merger (Community Health Systems Inc)
Resignation of Directors. At the Closing, the Company shall deliver use reasonable best efforts to Parent evidence reasonably satisfactory to Parent of the resignation of cause all directors of the Company and, as the directors (or equivalent positions) specified by Parent reasonably in advance of the Closing, all directors Closing of each subsidiary of the Company, in each case, to execute and deliver a letter reasonably satisfactory to Parent effecting his or her resignation as a director (or equivalent position) (but not as an employee and without prejudice to such person’s rights as an employee) of such entity effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Resignation of Directors. At the 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 the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Timberland Co)
Resignation of Directors. At the Closing, the Company shall deliver to Parent Holdings evidence reasonably satisfactory to Parent Holdings of the resignation of all directors of the Company and, as specified by Parent Holdings reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Companyand its Subsidiaries, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all those directors of the Company and, and any Company Subsidiary as specified designated by Parent reasonably in advance of prior to the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall use its commercially reasonable efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, and all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, and all directors of each subsidiary Subsidiary of the CompanyCompany (unless otherwise requested by Parent), in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Resignation of Directors. At the Closing, if requested by the Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each caseand Company Subsidiaries, effective at the Effective Time.
Appears in 1 contract
Samples: Escrow Agreement (Polymer Group Inc)
Resignation of Directors. At the 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 the Company and, as to the extent specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At Prior to the Closing, the Company shall use reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at as of the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent the Buyer evidence reasonably satisfactory to Parent the Buyer of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintana Maritime LTD)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary Subsidiary of the Company, in each case, effective at the First Effective Time.
Appears in 1 contract
Samples: Voting Agreement (Diligent Corp)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard who are in office immediately prior to the Effective Time (and to the extent requested by Parent, as specified by Parent reasonably in advance from any member of the Closing, all board of directors (or any equivalent) of each subsidiary Subsidiary of the Company), in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lawson Software, Inc.)
Resignation of Directors. At the Closing, if reasonably requested by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, except as may be agreed in writing by Parent, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors the members of the Company andBoard designated by Pxxxxx in writing who are in office immediately prior to the Effective Time (and to the extent requested by Pxxxxx, as specified by Parent reasonably in advance from any member of the Closing, all board of directors (or any equivalent) of each subsidiary Subsidiary of the Company), in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, if requested by the Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each caseand its Subsidiaries, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paradigm Holdings, Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, except as otherwise may be agreed in writing by Parent, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the members of the Company andBoard who are in office immediately prior to the Effective Time (and to the extent requested by Parent, as specified by Parent reasonably in advance from any member of the Closing, all board of directors (or any equivalent governing body) of each subsidiary Subsidiary of the Company), in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hemisphere Media Group, Inc.)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the contingent resignation of all directors of the members of the Company andBoard who are in office immediately prior to the Effective Time (and to the extent requested by Parent, as specified by Parent reasonably in advance from any member of the Closing, all board of directors (or any equivalent) of each subsidiary of the CompanyCompany Subsidiary), in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.)
Resignation of Directors. At the Closing, the Company shall deliver to Parent Sub evidence reasonably satisfactory to Parent Sub of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Odyssey Investment Partners Fund LLC)
Resignation of Directors. At the Closing, the The Company shall use reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of (i) the resignation of all directors and officers of the Company and, as specified by Parent reasonably in advance and (ii) the resignation of the Closing, all such other officers and directors of each subsidiary of the Company’s Subsidiaries as Parent shall have requested in writing and delivered to the Company not less than ten (10) Business Days prior to the Closing Date, in each case, effective at as of the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the The Company shall deliver to Parent evidence reasonably satisfactory to Parent of at the Merger Closing the resignation of all each member of the board of directors of the Company and, as specified (unless otherwise agreed to by Parent reasonably in advance and any such member of the Closing, all directors such board of each subsidiary directors) which resignation shall be effective as of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Resignation of Directors. At Upon the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent request of the resignation of all directors of the Company andParent, as specified by Parent reasonably in advance of the Closing, the Company will use its reasonable best efforts to deliver on or before the Closing the resignation of all directors of each subsidiary Subsidiaries of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company and, as specified by Parent reasonably Board who are in advance office immediately prior to the Effective Time from the Company Board and the board of the Closing, all directors or similar governing body of each subsidiary of the Company’s Subsidiaries, in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall use its commercially reasonable efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, and all directors of each subsidiary Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lapolla Industries Inc)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company andCompany. Upon the request of Parent, as specified by Parent reasonably in advance of the Closing, the Company will seek to obtain the resignation of all directors of each subsidiary of the Company’s Subsidiaries, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At Prior to the ClosingEffective Time, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company’s Subsidiaries, in each case, effective at as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Petco Animal Supplies Inc)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary members of the Company’s Board of Directors who are in office immediately prior to the Effective Time, in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)
Resignation of Directors. At Prior to the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at as of the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company andCompany. Upon the request of Parent, as specified by Parent reasonably in advance of the Closing, the Company will seek to obtain the resignation of all directors of each subsidiary of the CompanyCompany Subsidiaries, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as and its Subsidiaries specified by Parent in writing reasonably in advance of the Closing and in any event at least five (5) Business Days prior to Closing, all directors of each subsidiary of the Company, in each case, case effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity & Guaranty Life)
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and the Chief Executive Officer of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/)
Resignation of Directors. At the Closing, the Company shall deliver to the Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, effective as specified by Parent reasonably in advance of immediately prior to (but conditioned on the Closing, all directors of each subsidiary of the Company, in each case, effective at occurrence of) the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Financial Partners Corp)
Resignation of Directors. At the Closing, the Company shall deliver to the Parent evidence reasonably satisfactory to the Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance (other than those directors that will remain directors of the Closing, all directors of each subsidiary of the Company, in each case, Surviving Corporation pursuant to Section 1.5) effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Geopetro Resources Co)
Resignation of Directors. At the Closing, the Company shall use reasonable efforts to deliver to the Parent evidence reasonably satisfactory to the Parent of the resignation of all directors and officers of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phoenix Technologies LTD)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver use its reasonable best efforts to cause to be delivered to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard who are in office immediately prior to the Effective Time, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.)
Resignation of Directors. At the Closing, if requested by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary and any Subsidiary of the Company, in each case, effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation resignations of all directors members of the Company andBoard who are in office immediately prior to the Effective Time, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.)
Resignation of Directors. At the Closing, except as otherwise may be agreed by Parent, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the members of the Board of Directors of the Company andwho are in office immediately prior to the Effective Time (and to the extent requested by Parent, as specified by Parent reasonably in advance from any member of the Closing, all board of directors (or any equivalent) of each subsidiary Subsidiary of the Company), in each case, which resignations shall be effective at the Effective Time.
Appears in 1 contract
Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at the Effective Time.. SECTION 6.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neiman Marcus Group Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent Acquirer evidence reasonably satisfactory to Parent Acquirer of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the ClosingAcquirer, all directors of each subsidiary Subsidiary of the Company, in each case, case effective at as of the Effective Time.
Appears in 1 contract
