Common use of Resignation of Directors Clause in Contracts

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the Company shall obtain and deliver to Parent at the Closing (effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 3 contracts

Samples: Merger Agreement (Maxim Integrated Products Inc), Agreement and Plan of Merger (Volterra Semiconductor Corp), Merger Agreement (Maxim Integrated Products Inc)

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Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at prior to the Closing Date (to be effective as of the Effective Time) the resignation of each director of the Acquired CorporationsCompany and each of its Subsidiaries (in each case, in their capacities as directors, and not as employees) as Parent shall request in writing not less than five (5) days prior to the Closing Date.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Merger Agreement (Dts, Inc.), Merger Agreement (SRS Labs Inc)

Resignation of Directors. Upon At the written request of Closing, except as otherwise may be agreed to by Parent no later than three (which shall be given at least five 3) Business Days before the Closing) and subject prior to the provisions of Section 1.3Closing Date, the Company shall obtain and deliver to Parent at the Closing (effective as resignation of all members of the Company Board who are in office immediately prior to the Effective Time) , which resignations shall be effective at the resignation of each director of the Acquired CorporationsEffective Time.

Appears in 2 contracts

Samples: Merger Agreement (Pre Paid Legal Services Inc), Merger Agreement (Pre Paid Legal Services Inc)

Resignation of Directors. Upon To the written request of extent requested by Parent (which shall be given in writing at least five Business Days before prior to the Closing) and subject to , at the provisions of Section 1.3Closing, the Company shall obtain and deliver use its reasonable best efforts to cause to be delivered to Parent at the Closing (effective as resignation of all members of the Board of Directors who are in office immediately prior to the Effective Time) , which resignations shall be effective at the resignation of each director of the Acquired CorporationsEffective Time.

Appears in 2 contracts

Samples: Merger Agreement (Centurium Capital Partners 2018, L.P.), Merger Agreement (China Biologic Products Holdings, Inc.)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing (effective as of the Effective Time) the resignation of each director of each of the Acquired Corporations, which resignation shall be effective upon the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Applied Materials Inc /De), Merger Agreement (Applied Films Corp)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall obtain and deliver to Parent at the Closing (effective as of or prior to the Effective TimeTime (or, at the option of Parent, at a later date) the resignation of each director of each of the Acquired CorporationsCompanies.

Appears in 2 contracts

Samples: Merger Agreement (Willbros Group, Inc.\NEW\), Merger Agreement (Primoris Services Corp)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at prior to the Closing Date (to be effective as of the Effective Time) the resignation of each director of the Acquired CorporationsCompany (in each case, in their capacities as directors, and not as employees) as Parent shall request in writing not less than five days prior to the Closing Date.

Appears in 2 contracts

Samples: Merger Agreement (Select Energy Services, Inc.), Agreement and Plan of Merger (Seventy Seven Energy Inc.)

Resignation of Directors. Upon The Company shall cause each of the written request directors of the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (which shall be given at least five 10) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed effective on or before the Closing) and subject to the provisions of Section 1.3, the Company shall obtain and deliver to Parent at the Closing (effective as of the Effective Time) the resignation of each director of the Acquired CorporationsDate.

Appears in 2 contracts

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

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3Unless otherwise requested by Parent, the Company shall obtain and deliver to Parent at the Closing (effective as of or prior to the Effective Time) Time the resignation of each director of the Acquired CorporationsCompany, effective as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (El Paso Electric Co /Tx/), Company Takeover Proposal

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use its reasonable best efforts to obtain and deliver to Parent at prior to the Closing Date (to be effective as of the Effective Time) the resignation of each director of the Acquired CorporationsCompany (in their capacities as directors and not as employees) as Parent shall request in writing not less than five days prior to the Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Molex Inc)

Resignation of Directors. Upon To the written request of extent requested by Parent (which shall be given at least five three (3) Business Days before the prior to Closing) and subject to the provisions of Section 1.3, the Company shall obtain and deliver use commercially reasonable efforts to cause to be delivered to Parent the resignation of the directors of the Company designated by Parent, which resignations shall be effective at the Closing (effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Bona Film Group LTD)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall obtain and deliver to Parent at or prior to the Closing (the resignations of each director of the Company, with such resignations to be effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Miromatrix Medical Inc.)

Resignation of Directors. Upon the written request of Other than with respect to any directors identified by Parent (which shall be given at least five Business Days before the Closing) and subject in writing to the provisions of Section 1.3Company not less than two (2) business days prior to the Closing Date, the Company shall use all reasonable efforts to obtain and deliver to Parent at the Closing (effective as of on or prior to the Effective Time) Time the resignation of each director of the Acquired CorporationsCompany’s directors.

Appears in 1 contract

Samples: Merger Agreement (Hot Topic Inc /Ca/)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use reasonable best efforts to obtain and deliver to deliverto Parent at the Closing evidence reasonably satisfactory to Parent of (i) the resignation of all directors and officers of the Company and (ii) the resignation of such other officers and directors of the Company's Subsidiaries as Parent shall have requested in writing and deliveredto the Company not less than ten (10) Business Days prior to the Closing Date, in each case, effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Resignation of Directors. Upon The Company shall cause each of the written request directors of the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than two (which shall be given at least five 2) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed effective on or before the Closing) and subject to the provisions of Section 1.3, the Company shall obtain and deliver to Parent at the Closing (effective as of the Effective Time) the resignation of each director of the Acquired CorporationsDate.

Appears in 1 contract

Samples: Merger Agreement (Authentec Inc)

Resignation of Directors. Upon To the written request of extent requested by Parent (which shall be given at least five (5) Business Days before prior to Closing, on the Closing) and subject to the provisions of Section 1.3Closing Date, the Company shall obtain and deliver cause to be delivered to Parent the resignation of the directors of the Company designated by Parent, which resignations shall be effective at the Closing (effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (iDreamSky Technology LTD)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before At the Closing) and subject to the provisions of Section 1.3, except as otherwise may be agreed by Parent, the Company shall obtain and deliver use commercially reasonable efforts to cause to be delivered to Parent at the Closing (effective as resignation of all members of the Company Board who are in office immediately prior to the Effective Time) , which resignations shall be effective at the resignation of each director of the Acquired CorporationsEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Qihoo 360 Technology Co LTD)

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Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before At the Closing) and subject to the provisions of Section 1.3, except as otherwise may be agreed by Parent, the Company shall obtain and use commercially reasonable efforts to deliver to Parent at the Closing (resignation of all members of the Board of Directors of the Company who are in office immediately prior to the Effective Time, which resignations shall be effective as of immediately prior to (but conditioned on the occurrence of) the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Zendesk, Inc.)

Resignation of Directors. Upon At the written request of Parent (which request shall be given delivered at least five three (3) Business Days before prior to the Closing) and subject to the provisions of Section 1.3), the Company shall obtain and deliver cause any member of the board of directors of the Company or a Company Subsidiary to Parent at the Closing (tender his or her resignation from such position effective as of the Effective Time) the resignation of each director of the Acquired CorporationsClosing Date.

Appears in 1 contract

Samples: Merger Agreement (Universal Health Services Inc)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall obtain and use its reasonable best efforts to deliver to Parent at or prior to the Closing written resignations (or evidence of removal) of such directors and/or managers of the Company and each Subsidiary of the Company as Parent may specify in writing to the Company at least five (5) Business Days prior to the Closing, which resignations (or removal) shall be effective as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Certara, Inc.)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use its reasonable best efforts to obtain and deliver to Parent at prior to the Closing (to be effective as of the Effective Time) the resignation of each director the directors of the Acquired CorporationsCompany (in their capacities as directors and not as employees) as Parent shall request in writing not less than five (5) days prior to the Closing.

Appears in 1 contract

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

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, 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 (ii) the resignation of such other officers and directors 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 as of the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Inteliquent, Inc.)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before At the Closing) and subject to the provisions of Section 1.3, except as otherwise may be agreed by Parent, the Company shall obtain and use its reasonable best efforts to deliver to Parent at the Closing (resignation of all members of the Company Board who are in office immediately prior to the Effective Time, which resignations shall be effective as of (but conditioned on the occurrence of) the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (Xo Group Inc.)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before At the Closing) and subject to the provisions of Section 1.3, except as otherwise may be agreed by Parent, the Company shall obtain and deliver use its reasonable best efforts to cause to be delivered to Parent at the Closing (resignation of all members of the Company Board who are in office immediately prior to the Effective Time, which resignations shall be effective as of immediately prior to (but conditioned on the occurrence of) the Effective Time) the resignation of each director of the Acquired Corporations.

Appears in 1 contract

Samples: Merger Agreement (ORBCOMM Inc.)

Resignation of Directors. Upon At the written request of Closing, to the extent requested by Parent (which shall be given at least five two (2) Business Days before the Closing) and subject prior to the provisions of Section 1.3Closing Date, the Company shall obtain and deliver to Parent at the Closing resignation of the members of the Company Board, and of any member of the board of directors (effective as or any equivalent) of each Subsidiary of the Company, who are in office immediately prior to the Effective Time) , which resignations shall be effective at the resignation of each director of the Acquired CorporationsEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Textron Inc)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before the Closing) and subject to the provisions of Section 1.3, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing (effective as of the Effective Time) the resignation of each director of each of the Acquired CorporationsCorporations (other than the resignation of Xxxxxx Xxxxxxxxxx as a director of the Company).

Appears in 1 contract

Samples: Merger Agreement (Shopping Com LTD)

Resignation of Directors. Upon the written request of Parent (which shall be given at least five Business Days before At or prior to the Closing) and subject to the provisions of Section 1.3, except as otherwise may be agreed by Parent, the Company shall obtain and deliver to Parent at the Closing (effective as resignation of all members of the Company Board who are in office immediately prior to the Effective Time) , which resignations shall be effective at the resignation of each director of the Acquired CorporationsEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Zymogenetics Inc)

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