Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is an officer or director of 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 or of 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 2 contracts
Samples: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is an officer or and director of any each of the Acquired CompaniesCorporations; provided, effective as of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination affect any change of employment control rights or of any Company Employee Agreement other benefits to which such officers or Company Employee Plan applicable directors may be entitled to and shall not change such individual’s status officers’ or directors’ status, if applicable, as an employee, officer or director employee of an the Acquired Company)Corporations.
Appears in 2 contracts
Samples: Merger Agreement (Zilog Inc), Merger Agreement (Ixys Corp /De/)
Resignation of Officers and Directors. The 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 individual who is an officer or and director of any 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 or of 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 2 contracts
Samples: Merger Agreement (CarLotz, Inc.), Merger Agreement (Shift Technologies, Inc.)
Resignation of Officers and Directors. The Company shall use commercially all reasonable efforts to obtain and deliver to Parent at on or prior to the Effective Offer Acceptance Time the resignation of the Company's directors as required by Section 1.3 and the resignation of each individual who is an officer or director of any of the Acquired Companies, effective as Company's officers and each of the Effective Time (it being understood that such resignation shall not constitute a voluntary termination officers and directors of employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status the Company's Subsidiaries as an employee, officer or director of an Acquired Company)may be required by Parent.
Appears in 2 contracts
Samples: Merger Agreement (Cubic Corp /De/), Merger Agreement (Ecc International Corp)
Resignation of Officers and Directors. 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 individual who is an officer or and director of any 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 or of 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 2 contracts
Samples: Merger Agreement (Marvell Technology Group LTD), Merger Agreement (Aquantia Corp)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is an corporate officer or and director of any 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 or of under any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, a corporate officer or director of an Acquired Company).
Appears in 2 contracts
Samples: Merger Agreement (Cavium, Inc.), Merger Agreement (Marvell Technology Group LTD)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at At or prior to the Effective Time Time, the resignation Company shall deliver to Parent the resignations of all 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 (in each individual who is an officer or director of case, in their capacities as officers and directors, but not as employees if any of the Acquired Companies, effective as such persons are employees of the Company or any Subsidiary), except as Parent may specify, which resignations shall be effective at the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Company)Time.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Power Technology Inc), Merger Agreement (Microsemi Corp)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Effective Time Closing, the resignation of each individual who is an officer or and director of any each of the Acquired CompaniesCorporations, which resignation shall be effective as of the Effective Time (it being understood that such resignation shall not constitute or, at the option of Parent, as of a voluntary termination of employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Companylater date).
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Resignation of Officers and Directors. The Company shall use all commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time Closing the resignation of each individual who is an officer and director of the Company from such officer or director of any of the Acquired Companiesdirectorship, effective as of the Effective Time (it being understood that such resignation but shall not constitute a voluntary termination of require an employee to resign his or her employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired from the Company).
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Resignation of Officers and Directors. The Company shall use commercially reasonable best efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is an officer or and director of any the Company and each Subsidiary of the Acquired CompaniesCompany from their respective positions as directors and officers, in each case, to be effective as of at the Effective Time (it being understood Time; provided that any such resignation shall not constitute in no way be deemed to be a voluntary termination of employment or waiver of, or otherwise prevent such Person from receiving the benefit of, any rights to severance, indemnification, advancement of any Company Employee Agreement expenses or Company Employee Plan applicable to such individual’s status as an employeeinsurance maintained for his or her benefit, officer or director of an Acquired Company)other similar rights.
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Resignation of Officers and Directors. The 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 Closing the resignation of each individual who is an officer or director of any of the Acquired Companiesresignation, effective as of the Effective Time Time, of each officer and director of the Acquired Companies (it being understood that such resignation shall not constitute a voluntary termination of employment or of 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).
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Resignation of Officers and Directors. 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 or and director of any 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 or of 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).
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Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent Parent, at or prior to the Effective Time Closing, the resignation of each individual who is an officer or and director of any of each Acquired Company from their respective corporate offices (but not their employment) with the Acquired Companies, effective as of the Effective Time (it being understood that such resignation or, at the option of Parent, a later time), which resignations shall not constitute a voluntary termination be effective as of employment or of any Company Employee Agreement or Company Employee Plan applicable the Effective Time and shall be in form and substance satisfactory to such individual’s status as an employee, officer or director of an Acquired Company)Parent.
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Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time Closing the resignation of each individual who is an officer or and director of any 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 employee, 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. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time Closing the resignation of each individual who is an officer or and director of any 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 or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, 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).
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Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time of Merger I the resignation of each individual who is an officer or and director of any each of the Acquired CompaniesCorporations, such resignations to be effective as of the Effective Time (it being understood that of Merger I. The resignations of the Company’s officers and directors hereunder shall not, by themselves, prejudice such resignation officers’ and directors’ rights to compensation under their respective written agreements set forth in Part 2.10 of the Disclosure Schedule, and such resignations shall not constitute be treated for purposes of such agreements as a voluntary termination of employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired by the Company).
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Resignation of Officers and Directors. 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 individual who is an officer or and director of any 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 or of 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); 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.
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Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Resignation of Officers and Directors. The Unless otherwise directed by Xxxxxx, the Company shall use commercially reasonable best efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is an officer or director of 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 or of 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: Merger Agreement (Ansys Inc)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at At or prior to the Effective Time Time, the resignation 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 (in each individual who is an officer or director of case, in their capacities as officers and directors, but not as employees if any of the Acquired Companies, effective as such persons are employees of the Company or any Subsidiary) as Parent shall specify, which resignations shall be effective at the Effective Time (it being understood that such resignation shall not constitute a voluntary termination of employment or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Company)Time.
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Samples: Merger Agreement (Qlogic Corp)
Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent at At or prior to the Effective Time Time, the resignation Company shall deliver to Parent the resignations of each individual who is an officer or director of any such officers and 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 or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Company).as
Appears in 1 contract
Samples: Merger Agreement (Qlogic Corp)
Resignation of Officers and Directors. The Company shall will use its commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each individual who is director of the Company and, to the extent requested by Parent, each officer of the Company, and each such resignation of an officer or director of any of the Acquired Companies, 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 or of any Company Employee Agreement or Company Employee Plan applicable to such individual’s status as an employee, officer or director of an Acquired Company)Parent.
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