Common use of Resignation of Directors Clause in Contracts

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 6 contracts

Samples: Merger Agreement (US Oncology Holdings, Inc.), Merger Agreement (McKesson Corp), Merger Agreement (Quantum Corp /De/)

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Resignation of Directors. The directors of Prior to the Effective Time, the Company in office shall cause each of its officers and directors and each of its designees on the Board of Directors of its subsidiaries to execute and deliver a letter effectuating his or her resignation as an officer and director of such board effective immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 4 contracts

Samples: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)

Resignation of Directors. The directors of Prior to the Effective Time, the Company in office immediately will cause each member of its Board of Directors to execute and deliver a letter, which will not be revoked or amended prior to the Effective Time shall have resigned Time, effectuating his resignation as directors a director of the Company effective as of at the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 4 contracts

Samples: Merger Agreement (Lear Corp), Merger Agreement (Meadow Valley Corp), Merger Agreement (American Real Estate Partners L P)

Resignation of Directors. The directors of the Company in office immediately At or prior to the Effective Time Time, the Company shall have resigned as directors deliver to Parent the resignation of each member of the Company Board (unless otherwise agreed to by Parent and any such member of such board of directors) which resignation shall be effective as of of, and contingent upon the occurrence of, the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 3 contracts

Samples: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.), Merger Agreement (MModal Inc.)

Resignation of Directors. The directors Prior to the Effective Time, the Company shall cause each member of its Board of Directors and every member of the Board of Directors of each subsidiary of the Company in office not designated by Parent pursuant to Section 1.3, to execute and deliver a letter effectuating his or her voluntary resignation as a director of the Board of Directors of the Company and each of its subsidiaries effective immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 3 contracts

Samples: Merger Agreement (Vixel Corp), Merger Agreement (Emulex Corp /De/), Merger Agreement (Emulex Corp /De/)

Resignation of Directors. The directors of the Company in office immediately Immediately prior to the Effective Time Time, the Company shall have resigned as deliver to Parent evidence of the resignation of all directors of the Company Company, such resignations to become effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Hytek Microsystems Inc), Merger Agreement (Natel Engineering Company, Inc.)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall have resigned as directors of the Company effective as of immediately prior to the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Russo Paul M), Agreement and Plan of Reorganization (Netscape Communications Corp)

Resignation of Directors. The directors Company shall have delivered to Parent evidence reasonably satisfactory to Parent that all persons holding the position of director of the Company Company, in office immediately prior to the Effective Time shall Time, have resigned as directors of the Company in writing from such positions effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (TUTOR PERINI Corp), Merger Agreement (TNS Inc)

Resignation of Directors. The directors of the Company If instructed in office immediately writing by Parent prior to the Effective Time Time, the Company shall have resigned as directors cause each director of each of the Company Acquired Companies to cease serving as a director effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Ezchip Semiconductor LTD), Merger Agreement (Mellanox Technologies, Ltd.)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Ivillage Inc), Agreement and Plan of Reorganization (Cyberian Outpost Inc)

Resignation of Directors. The Prior to the Effective Time, the Company shall deliver to Parent evidence satisfactory to Parent of the resignations of each of the directors of the Company in office immediately prior to from the Effective Time shall have resigned as directors Board of Directors of the Company and all committees thereof, such resignations to be effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Thoratec Corp), Merger Agreement (HeartWare International, Inc.)

Resignation of Directors. The directors of Prior to the Effective Time, the Company in office shall cause each member of its Board of Directors to execute and deliver a letter effectuating his or her resignation as a director of such Board effective immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Insurance Management Solutions Group Inc), Merger Agreement (Bankers Insurance Group Inc)

Resignation of Directors. The directors Prior to the Effective Time, the Company shall cause each member of the Board of Directors of the Company in office immediately prior to execute and deliver a letter effectuating his or her resignation as a director of the Effective Time shall have resigned as directors Board of Directors of the Company effective as of immediately prior to, and subject to the occurrence of, the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Quality Care Properties, Inc.), Merger Agreement (Welltower Inc.)

Resignation of Directors. The directors Prior to the Effective Time, the Company shall cause each member of the Company in office Board to execute and deliver a letter effectuating his or her resignation as a director of the Company Board, effective immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 2 contracts

Samples: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall of the Merger will have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Concur Technologies Inc)

Resignation of Directors. The directors of the Company in office ------------------------ immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)

Resignation of Directors. The directors To the extent requested by Parent, the Company shall cause to be delivered to Parent resignations by each director of the Company in office as of immediately prior to the Effective Time shall have resigned as directors of the Company and effective as of upon the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Dover Motorsports Inc)

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Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Precise Software Solutions LTD)

Resignation of Directors. The directors of the Company and each Company Subsidiary in office immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.. Table of Contents

Appears in 1 contract

Samples: Merger Agreement (PMC Sierra Inc)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall of the Merger will have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters Time of resignation from such personsthe Merger.

Appears in 1 contract

Samples: Merger Agreement (Sonic Solutions/Ca/)

Resignation of Directors. The directors of the Company in office ------------------------ immediately prior to the Effective Time shall have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Healthcentral Com)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Skylynx Communications Inc)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall of the Merger will have resigned as directors of the Company in writing effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tekelec)

Resignation of Directors. The directors of the Company in office immediately prior to the Effective Time shall of the Merger (other than any such director who is designated in Section 2.5(g) to be a director of the Company immediately after the Effective Time) will have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (HNC Software Inc/De)

Resignation of Directors. The directors of the Company in office ------------------------ immediately prior to the Effective Time shall have resigned as directors of the Company Surviving Corporation effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Healthcentral Com)

Resignation of Directors. The directors of the Company and each Company Subsidiary in office immediately prior to the Effective Time Closing Date shall have resigned as directors of the Company effective as of the Effective TimeClosing, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Liveperson Inc)

Resignation of Directors. The directors of the Company in ------------------------ office immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Island Inc)

Resignation of Directors. The Company shall cause each of its directors and, if requested by the Parent, each director of the each Company in office Subsidiary (or person fulfilling a similar role) to resign (or otherwise to be removed) from such board of directors (or equivalent body) effective immediately prior to the Effective Time shall have resigned as directors of the Company effective as of the Effective Time, and Parent shall have received letters of resignation from such persons.

Appears in 1 contract

Samples: Merger Agreement (Renaissance Learning Inc)

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