Common use of Resignation of Officers and Directors Clause in Contracts

Resignation of Officers and Directors. At or prior to the Closing, the Company shall obtain the resignations of all officers and directors of its Subsidiaries (only in their respective capacity as such), in each case to be effective as of the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Transwitch Corp /De), Merger Agreement (Centillium Communications Inc), Merger Agreement (Sirenza Microdevices Inc)

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Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all the officers and directors of the Company and its Subsidiaries (only in their respective capacity as such)Subsidiaries, in each case to be effective as of the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (NMS Communications Corp), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all officers and members of the board of directors of the Company and each of its Subsidiaries (only in their respective capacity as such), in each case to be effective as of the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (8x8 Inc /De/), Merger Agreement (Netlogic Microsystems Inc), Merger Agreement

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all officers and directors of the Company and its Subsidiaries (only in their respective capacity as such)Subsidiaries, in each case to be effective as of the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Efj Inc), Merger Agreement (Nanometrics Inc), Agreement and Plan of Reorganization (Documentum Inc)

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of (a) all members of the Company Board and all officers of the Company effective as of the Closing and (b) such officers and directors of its each of the Subsidiaries (only as Buyer designates in their respective capacity as such), in each case to be writing effective as of the Effective Timedate such resignation is accepted by the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PTC Inc.), Stock Purchase Agreement (Parametric Technology Corp)

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all the members of the Company Board and the statutory officers and directors of its Subsidiaries (only the Company set forth in their respective capacity as such), in each case to be Schedule 4.11 effective as of the Effective TimeClosing; provided that, in each case, such resignations shall not prejudice in any manner any contractual rights such Person may have with the Company, its Subsidiaries and any successor entities.

Appears in 2 contracts

Samples: Merger Agreement (PTC Inc.), Merger Agreement

Resignation of Officers and Directors. At or The Company will use its commercially reasonable efforts to obtain and deliver to Acquiror prior to the Closing, the Company shall obtain the resignations of all officers and directors of its Subsidiaries Closing Date (only in their respective capacity as such), in each case to be effective as of the Effective TimeClosing Date) the resignation of each officer and director of the Company and each officer and director of each Subsidiary (in each case, in their capacities as officers and directors and not as employees).

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

Resignation of Officers and Directors. At The Company will use its commercially reasonable efforts to obtain and deliver to Acquirer on or prior to the Closing, the Company shall obtain the resignations of all officers and directors of its Subsidiaries Closing Date (only in their respective capacity as such), in each case to be effective as of the Effective TimeClosing) the resignation of each officer and director of the Company and each officer and director of each Subsidiary (in each case, in their capacities as officers and directors and not as employees).

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

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Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all the officers and directors of the Company and its Subsidiaries (only in their respective capacity as such)Subsidiaries, in each case to be effective as of the Effective Time, and, to the extent required by Law with respect to any of the Company’s Subsidiaries and upon at least five (5) Business Days prior notice, shall provide for succession to such offices and directorships by designees of Parent.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of (a) all members of the Company Board and all officers and directors of its Subsidiaries (only in their respective capacity as such), in each case to be the Company effective as of the Effective Time and (b) such other Persons as have been identified by IntraLinks before the Effective Time, effective as of the date such resignation is accepted by the Company.

Appears in 1 contract

Samples: Merger Agreement (IntraLinks Holdings, Inc.)

Resignation of Officers and Directors. At or prior to the Closing, the The Company shall obtain the resignations of all officers and directors of the Company and any of its Subsidiaries (only in their respective capacity as such), in each case to be effective as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Vantagemed Corp)

Resignation of Officers and Directors. At or The Company will obtain and deliver to Buyer prior to the Closing, the Company shall obtain the resignations of all officers and directors of its Subsidiaries Closing Date (only in their respective capacity as such), in each case to be effective as of the Effective TimeClosing Date) the resignation of each officer and director of the Company and each of its Subsidiaries (in each case, in their capacities as officers and directors and not as employees).

Appears in 1 contract

Samples: Merger Agreement (SoftBrands, Inc.)

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