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 11 contracts
Samples: Merger Agreement (Claires Stores Inc), Merger Agreement (United Rentals Inc /De), Merger Agreement (Jekogian Iii Nickolas W)
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: Merger Agreement (Sutron Corp), Merger Agreement (Coleman Cable, Inc.), Merger Agreement (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: Agreement and Plan of Merger (At Home Group Inc.), Merger Agreement (At Home Group Inc.), Merger Agreement (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: Merger Agreement (Savia Sa De Cv), Merger Agreement (Monsanto Co /New/), Merger Agreement (Seminis Inc)
Resignation of Directors. At the Closing, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent evidence reasonably satisfactory prior to Parent the Closing Date (to be effective as of the Effective Time) the resignation of all directors each director of the Company and, as specified by Parent reasonably in advance and each of the Closing, all directors of each subsidiary of the Company, its Subsidiaries (in each case, effective at in their capacities as directors, and not as employees) as Parent shall request in writing not less than five days prior to the Effective TimeClosing Date.
Appears in 5 contracts
Samples: Merger Agreement (Baltic Trading LTD), Merger Agreement (Genco Shipping & Trading LTD), Merger Agreement (Bishop Infrastructure III Acquisition Company, 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: Merger Agreement (Teleflex Medical Inc), Merger Agreement (Inhibitex, Inc.), Merger Agreement (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: Merger Agreement (Rite Aid Corp), Merger Agreement (Albertsons Companies, LLC), Merger Agreement (Walgreens Boots Alliance, 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: Merger Agreement (SMART Global Holdings, Inc.), Merger Agreement (Interactive Data Holdings Corp), Merger Agreement (SMART Modular Technologies (WWH), 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: Merger Agreement (Genesis Healthcare Corp), Merger Agreement (Cumulus Media Inc), Merger Agreement (Hca Inc/Tn)
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), Merger Agreement (Chindex International Inc), Merger Agreement (Benihana 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 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: Merger Agreement (Jagged Peak, Inc.), Merger Agreement (Teavana Holdings Inc), Merger Agreement (Starbucks Corp)
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: Merger Agreement (Hailiang Education Group Inc.), Merger Agreement (China Customer Relations Centers, Inc.), Merger Agreement (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 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: Merger Agreement (Sprint Nextel Corp), Merger Agreement (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel 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: Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, 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: Merger Agreement (Desktop Metal, Inc.), Merger Agreement (ExOne Co)
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: Merger Agreement (Railamerica Inc /De), Merger Agreement (Genesee & Wyoming 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 directors cause each director of the Company and, as specified by Parent reasonably to execute a resignation and release letter in advance of the Closing, all directors of each subsidiary of the Company, in each casea form acceptable to Parent, effective at as of the Effective Time.
Appears in 2 contracts
Samples: Agreement of Merger (Taro Pharmaceutical Industries LTD), Agreement of Merger (Sun Pharmaceutical Industries LTD)
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: Merger Agreement (Hologic Inc), Merger Agreement (Gen Probe 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 the Company, in each case, effective at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)
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: Merger Agreement (Orbital Atk, Inc.), Merger Agreement (Northrop Grumman Corp /De/)
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: Merger Agreement (Timberland Co), Agreement and Plan of Merger (V F 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: Merger Agreement (Atlas Copco North America Inc), Merger Agreement (Prime Service 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: Merger Agreement (Phoenix Companies Inc/De), Merger Agreement
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: Merger Agreement (International Business Machines Corp), Merger Agreement (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: Merger Agreement (Deltek, Inc), Merger Agreement (Datascope 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 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: Merger Agreement (Triad Hospitals Inc), Merger Agreement (Community Health Systems 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 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: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv 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: Merger Agreement (SMTC Corp), Merger Agreement (SMTC Corp)
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: Merger Agreement (Evans Hugh D), Merger Agreement (Anaren 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: Merger Agreement (Netratings Inc), Merger Agreement (Vnu Group B.V.)
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: Merger Agreement (Waste Management Inc), Merger Agreement (Advanced Disposal Services, Inc.)
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: Merger Agreement (Us 1 Industries Inc), Merger Agreement (Us 1 Industries Inc)
Resignation of Directors. At the Closing, the Company shall deliver to Parent the Purchaser evidence reasonably satisfactory to Parent the Purchaser of the resignation of all directors of the Company and, effective 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: Merger Agreement (Ipsen, S.A.), Merger Agreement (Tercica Inc)
Resignation of Directors. At the Closing, the The Company shall deliver cause to be delivered to Parent evidence reasonably satisfactory prior to Parent the Closing written resignations of the resignation of all directors each director and officer of the Company and(unless Parent otherwise notifies the Company in writing prior to the Closing) in a form reasonably acceptable to Company and Parent acting in good faith, which such resignations shall be effective 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, 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 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
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
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
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
Samples: Merger Agreement (Pennichuck 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 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: Merger Agreement (Research Pharmaceutical Services, Inc.)
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: Merger Agreement (China Nuokang Bio-Pharmaceutical 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 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
Samples: Merger Agreement (Wrigley Wm Jr Co)
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: Merger Agreement (Frozen Food Express 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 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
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: Merger Agreement (Diligent Corp)
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
Samples: Merger Agreement (Cna Surety 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
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
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 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
Samples: Merger Agreement (Virtusa Corp)
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
Samples: Merger Agreement (Penton Media Inc)
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 and, as specified by Parent reasonably Board of Directors who are in advance of the Closing, all directors of each subsidiary of the Company, in each case, effective at office immediately prior to 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
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
Samples: Merger Agreement (Ecollege Com)
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
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: Merger Agreement (Odyssey Investment Partners Fund LLC)
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
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
Samples: Merger Agreement (BWAY Holding CO)
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
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
Samples: Merger Agreement (Rue21, Inc.)
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
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
Samples: Merger Agreement (Usi Holdings Corp)
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
Samples: Merger Agreement (Kenexa Corp)
Resignation of Directors. At the Closing, if requested by Acquiror, the Company shall deliver to Parent Acquiror evidence reasonably satisfactory to Parent Acquiror 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 any Subsidiary, 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
Samples: Merger Agreement (Natus Medical 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, 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
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: Merger Agreement (Polymer Group Inc)
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: Merger Agreement (National Financial Partners Corp)
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
Samples: Merger Agreement (DemandTec, Inc.)
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
Samples: Merger Agreement (Startek, 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 its Subsidiaries, 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 cause to be delivered to Parent evidence reasonably satisfactory to Parent of the resignation of all directors members of the Company andBoard of Directors 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
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.
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Resignation of Directors. At the Closing, the Company shall deliver to Parent Buyer evidence reasonably satisfactory to Parent Buyer of the resignation of all directors of the Company andresignation, as specified by Parent reasonably Buyer at least five Business Days in advance of the Closing, all of the directors of each subsidiary Subsidiary of the Company, in each case, effective at the Effective Time.
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Samples: Agreement and Plan of Merger (Beasley Broadcast Group 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.
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Samples: Merger Agreement (Osmonics Inc)
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.
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Samples: Merger Agreement (Harman International Industries Inc /De/)