Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger (Cadence Design Systems Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of the CompanyCompany and its Subsidiaries.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Sensory Science Corp)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)
Resignation of Officers and Directors. The Company shall use all its reasonable best efforts to obtain and deliver to Parent prior on or immediately following the acceptance of shares of Company Common Stock pursuant to the Closing Offer the resignation of sufficient directors of each officer and director of the CompanyAcquired Companies in order that Parent shall have proportionate representation on the boards of directors as provided in Section 1.3.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Foster L B Co), Agreement and Plan of Merger (Foster L B Co), Agreement and Plan of Merger (Foster L B Co)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Resignation of Officers and Directors. The Company shall use all its reasonable best efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Peplin Inc), Agreement and Plan of Merger (Foundry Networks Inc)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyTetraphase Companies.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger (Alphatec Holdings, Inc.)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Companies.
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp), Agreement and Plan of Merger And (Websense Inc), Agreement and Plan of Merger (Allergan Inc)
Resignation of Officers and Directors. The Company shall use cooperate with Parent to effect the replacement of all reasonable efforts to obtain the officers and deliver to Parent prior directors of the Company and each of its Subsidiaries with directors and officers appointed by Parent, to the Closing the resignation of each officer and director extent possible under local laws, as of the CompanyEffective Time. The Company shall obtain the written resignations of all officers and directors of the Company and each of its Subsidiaries effective as of the date of their effective replacement by officers and directors appointed by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Brightcove Inc), Agreement and Plan of Merger (Vistaprint N.V.)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each director and officer and director of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
Resignation of Officers and Directors. The Company shall use all reasonable best efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyTarget Companies.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing (to be effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations whose resignation shall have been requested by Parent not less than 10 business days before the Closing Date.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations from such positions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ashford Com Inc), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ixys Corp /De/), Agreement and Plan of Merger and Reorganization (Clare Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of each of the CompanyCompany Entities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp), Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing Offer Acceptance Time the resignation of the Company's directors as required by Section 1.3 and the resignation of each officer and director of the Company's officers and each of the officers and directors of the Company's Subsidiaries as may be required by Parent.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Cubic Corp /De/), Agreement and Plan of Merger (Ecc International Corp)
Resignation of Officers and Directors. The Subject to the provisions of Section 1.3, the Company shall use all commercially reasonable efforts to obtain and deliver to Parent prior to at the Closing (effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Materials Inc /De), Agreement and Plan of Merger (Applied Materials Inc /De)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations to the extent requested by Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadvision Inc), Agreement and Plan of Merger and Reorganization (Interleaf Inc /Ma/)
Resignation of Officers and Directors. The Without limiting the Company’s obligations under Section 1.3, the Company shall use all reasonable best efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each director and of each officer and director of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rovi Corp), Agreement and Plan of Merger and Reorganization (Sonic Solutions/Ca/)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De), Agreement and Plan of Reorganization (Etec Systems Inc)
Resignation of Officers and Directors. The Subject to the provisions of Section 1.3, the Company shall use all reasonable efforts to obtain and deliver to Parent prior to at the Closing (effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Riverbed Technology, Inc.)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director from positions as an officer and director of each of the CompanyAcquired Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Exelixis Inc), Agreement and Plan of Merger and Reorganization (Agritope Inc)
Resignation of Officers and Directors. The To the extent requested by Parent, the Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the Target Companies identified by Parent in writing from such office or directorship (but not from employment with any Target Company).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of (a) each director of each of the Acquired Companies, and (b) each officer and director of each of the CompanyAcquired Companies identified on Schedule 5.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conexant Systems Inc), Agreement and Plan of Merger (Acquicor Technology Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyAcquired Corporations, effective as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc)
Resignation of Officers and Directors. The Company shall use all its commercially reasonable efforts to obtain and deliver to Parent prior to the Closing (to be effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Companies whose resignation shall have been requested by Parent in a written notice delivered not less than five (5) Business Days prior to the Closing Date.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all reasonable its best efforts to obtain and deliver to Parent not less than one Business Day prior to the Closing Date (to be effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations, as Parent shall specify.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)
Resignation of Officers and Directors. The Company shall use all its reasonable best efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent prior to at the Closing the resignation of each officer and director of the Company from such officer or directorship, but shall not require an employee to resign his or her employment from the Company. 4.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing (to be effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations whose resignation shall have been requested by Parent not less than ten business days before the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hammons John Q Hotels Inc)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of the Company effective as of the Effective Time (it being understood that such resignation shall be from the office of officer or director of the Company).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sorrento Therapeutics, Inc.)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent prior to at the Closing (effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations (other than those designees of Parent elected or appointed to the board of directors of each of the Acquired Corporations pursuant to Section 1.3).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Synopsys Inc)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent on or prior to the Closing the resignation of each officer and director of the CompanyCompany and each of its Subsidiaries.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all its reasonable best efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Closing the Closing, a release of claims from and resignation of each officer and director of the Company.Company from their respective corporate offices (but not their employment) with the Company in each case in the form attached hereto as Exhibit I.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent prior to at the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent at or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent and Purchaser at or prior to the Closing the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent on or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyAcquired Companies and such officers of the Acquired Companies as Parent shall request.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Systems & Computer Technology Corp)
Resignation of Officers and Directors. The If requested by Parent, the Company shall use all reasonable efforts to obtain and deliver to Parent prior to at the Closing (effective as of the Effective Time) the resignation of each officer and director of each of the CompanyAcquired Corporations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Graphics International Corp)
Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation of each officer and director of the CompanyCompany effective as of the Effective Time.
Appears in 1 contract
Samples: Agreement of Merger (Oclaro, Inc.)
Resignation of Officers and Directors. The Company shall use all reasonable efforts to obtain and deliver to Parent on or prior to the Closing Effective Time the resignation of each officer and director of each of the CompanyCompany and any Subsidiary as Parent shall request.
Appears in 1 contract
Resignation of Officers and Directors. The Company shall use all its reasonable best efforts to obtain the resignations of such officers and deliver to Parent prior to the Closing the resignation of each officer and director directors of the Company.Company Subsidiaries as Parent may request, effective as of the Effective Time. 6.16
Appears in 1 contract
Samples: Agreement and Plan of Merger (Juniper Networks Inc)
