Common use of Resignation of Officers and Directors Clause in Contracts

Resignation of Officers and Directors. Unless otherwise directed by Parent, the Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Shift Technologies, Inc.)

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Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) Closing the resignation of each officer and director of each of the Acquired Companies, Company effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination be from the office of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired the Company and shall not, in and of itself, constitute a termination of such individual’s employment with the Company).

Appears in 1 contract

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

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (the resignation, effective as of the Effective Time or, at the option of Parent, at a later date) the resignation , of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company)Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (XOOM Corp)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) Closing the resignation of each officer and director of each of the Acquired Companies, Company from their corporate offices effective as of the Effective Time (it being understood that such resignation resignations shall not constitute a voluntary termination of any such person’s employment with the Company and shall not prejudice or trigger any such person’s rights under the terms of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired CompanyChange in Control Agreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall will use its commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of the Company and, to the extent requested by Parent, each officer of the Acquired CompaniesCompany, and each such resignation of an officer shall be effective as of, and conditioned on, such individual becoming a corresponding officer of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company)Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sprint Nextel Corp)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable best efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vizio Holding Corp.)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the Company shall use commercially reasonable efforts to obtain and deliver to Parent at At or prior to the Effective Time (orTime, at the option Company shall deliver to Parent the resignations of Parent, at a later date) the resignation of each officer such officers and director of each directors of the Acquired CompaniesCompany and shall use its commercially reasonable best efforts to deliver to Parent the resignations of such officers and directors of its Subsidiaries (in each case, effective in their capacities as of the Effective Time (it being understood that such resignation shall officers and directors, but not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company).as

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qlogic Corp)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Closing, the resignation (in form and substance satisfactory to Parent) of each officer and director of each Acquired Company from his or her corporate offices (but not his or her employment) with such Acquired Company, effective as of the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that time). Each such resignation shall not constitute a voluntary state and acknowledge that no Acquired Company is or will be in any way indebted or obligated to the resigning party for termination of employment under any Company Employee Agreement pay, for loans, for advances or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company)otherwise.

Appears in 1 contract

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

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company); provided, however, that the Company shall only obtain and deliver the resignation of each officer and director of any of the Company’s Subsidiaries upon the request of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Closing, the resignation of each officer and director of each of the Acquired Corporations, which resignation shall be effective as of the Effective Time (or, at the option of Parent, at as of a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compellent Technologies Inc)

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Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Closing, the resignation of each officer and director of each Acquired Company from their respective corporate offices (but not their employment) with the Acquired Companies, effective as of the Effective Time (or, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companiestime), which resignations shall be effective as of the Effective Time (it being understood that such resignation and shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable be in form and substance satisfactory to such individual’s status as an officer or director of an Acquired Company)Parent.

Appears in 1 contract

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

Resignation of Officers and Directors. Unless otherwise directed by ParentXxxxxx, the Company shall use commercially reasonable best efforts to obtain and deliver to Parent at or prior to the Effective Time (or, at the option of Parent, at a later date) the resignation of each individual who is an officer and or director of each any of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Company).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ansys Inc)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Closing, the resignation (in form and substance satisfactory to Parent) of each officer and director of each Acquired Company listed on Exhibit H from his or her corporate offices with each Acquired Company, contingent upon and effective as of the Effective Time (or, at the option of Parent, at as of a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Companytime).

Appears in 1 contract

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

Resignation of Officers and Directors. Unless otherwise directed by Parent, the Company shall use commercially reasonable efforts to obtain and deliver to Parent at At or prior to the Effective Time Time, the Company shall deliver to Parent the resignations of such officers and directors of the Company and shall use its commercially reasonable best efforts to deliver to Parent the resignations of such officers and directors of its Subsidiaries (orin each case, in their capacities as officers and directors, but not as employees if any of such persons are employees of the Company or any Subsidiary) as Parent shall specify, which resignations shall be effective at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company)Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qlogic Corp)

Resignation of Officers and Directors. Unless otherwise directed by Parent, the Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Closing the resignation, effective as of the Effective Time (orTime, at the option of Parent, at a later date) the resignation of each officer and director of each of the Acquired Companies, effective as of the Effective Time Companies (it being understood that such resignation shall not constitute a voluntary termination of employment under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an officer or director of an Acquired Company).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ecology & Environment Inc)

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