Common use of Resignations; Transfer of Stock Held as Nominee Clause in Contracts

Resignations; Transfer of Stock Held as Nominee. (a) Fortune Brands will cause all of its employees and directors and all of the employees and directors of each other Fortune Brands Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Cabinets or any other Cabinets Party on which they serve, and from all positions as officers of Cabinets or any other Cabinets Party in which they serve. Cabinets will cause all of its employees and directors and all of the employees and directors of each other Cabinets Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Fortune Brands or any other Fortune Brands Party on which they serve, and from all positions as officers of Fortune Brands or any other Fortune Brands Party in which they serve. Notwithstanding the foregoing, the persons set forth on Schedule 3.7(a) shall not resign from any boards of directors or similar governing bodies of any Cabinets Party or any Fortune Brands Party. (b) Fortune Brands will cause each of its employees, and each of the employees of each other Fortune Brands Party, who holds stock or similar evidence of ownership of any Cabinets Party as nominee for the parent of such Cabinets Party pursuant to the laws of the country in which such Cabinets Party is organized to transfer such stock or similar evidence of ownership to the Person so designated by Cabinets to be such nominee as of and after the Effective Time. Cabinets will cause each of its employees, and each of the employees of each other Cabinets Party, who holds stock or similar evidence of ownership of any Fortune Brands Party as nominee for such Fortune Brands Party pursuant to the laws of the country in which such Fortune Brands Party is organized to transfer such stock or similar evidence of ownership to the Person so designated by Fortune Brands to be such nominee as of and after the Effective Time. (c) Fortune Brands will cause each of its employees and each of the employees of each other Fortune Brands Party to revoke or withdraw their express written authority, if any, to act on behalf of any Cabinets Party as an agent or representative therefor after the Effective Time. Cabinets will cause each of its employees and each of the employees of each other Cabinets Party to revoke or withdraw their express written authority, if any, to act on behalf of any Fortune Brands Party as an agent or representative therefor after the Effective Time. All authority (other than express written authority) of any employee of any Fortune Brands Party to act on behalf of any Cabinets Party, or of any employee of any Cabinets Party to act on behalf of any Fortune Brands Party, shall automatically be revoked and withdrawn as of immediately prior to the Effective Time with no further act on the part of any of the Fortune Brands Parties or Cabinets Parties.

Resignations; Transfer of Stock Held as Nominee. (a) Fortune Brands Unless otherwise agreed by the Parties in writing, (i) Xxxx Xxx will cause all of its employees and directors and all of the employees and directors of each other Fortune Brands Xxxx Xxx Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Cabinets CoffeeCo or any other Cabinets CoffeeCo Party on which they serve, and from all positions as officers of Cabinets CoffeeCo or any other Cabinets CoffeeCo Party in which they serve. Cabinets serve and (ii) CoffeeCo and DutchCo will cause all of its employees and directors and all of the employees and directors of each other Cabinets CoffeeCo Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Fortune Brands Xxxx Xxx or any other Fortune Brands Xxxx Xxx Party on which they serve, and from all positions as officers of Fortune Brands Xxxx Xxx or any other Fortune Brands Xxxx Xxx Party in which they serve. Notwithstanding the foregoing, the persons set forth on Schedule 3.7(a) shall not resign from any boards of directors or similar governing bodies of any Cabinets Party or any Fortune Brands Party. (b) Fortune Brands Xxxx Xxx will cause each of its employees, and each of the employees of each other Fortune Brands Xxxx Xxx Party, who holds stock or similar evidence of ownership of any Cabinets CoffeeCo Party as nominee for the parent of such Cabinets CoffeeCo Party pursuant to the laws of the country jurisdiction in which such Cabinets CoffeeCo Party is organized organized, to transfer such stock or similar evidence of ownership to the Person so designated by Cabinets CoffeeCo to be such nominee as of and after the Effective Time. Cabinets CoffeeCo will cause each of its employees, and each of the employees of each other Cabinets CoffeeCo Party, who holds stock or similar evidence of ownership of any Fortune Brands Xxxx Xxx Party as nominee for such Fortune Brands Xxxx Xxx Party pursuant to the laws of the country jurisdiction in which such Fortune Brands Xxxx Xxx Party is organized organized, to transfer such stock or similar evidence of ownership to the Person so designated by Fortune Brands Xxxx Xxx to be such nominee as of and after the Effective Time. (c) Fortune Brands Xxxx Xxx will cause each of its employees and each of the employees of each other Fortune Brands Xxxx Xxx Party to revoke or withdraw their express written authority, if any, to act on behalf of any Cabinets CoffeeCo Party as an agent or representative therefor after the Effective Time. Cabinets CoffeeCo will cause each of its employees and each of the employees of each other Cabinets CoffeeCo Party to revoke or withdraw their express written authority, if any, to act on behalf of any Fortune Brands Xxxx Xxx Party as an agent or representative therefor after the Effective Time. All authority (other than express written authority) of any employee of any Fortune Brands Xxxx Xxx Party to act on behalf of any Cabinets CoffeeCo Party, or of any employee of any Cabinets CoffeeCo Party to act on behalf of any Fortune Brands Xxxx Xxx Party, shall automatically be revoked and withdrawn as of immediately prior to the Effective Time with no further act on the part of any of the Fortune Brands Xxxx Xxx Parties or Cabinets CoffeeCo Parties.

Resignations; Transfer of Stock Held as Nominee. (a) Fortune Brands will cause all of its employees and directors and all of the employees and directors of each other Fortune Brands Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Cabinets H&S or any other Cabinets H&S Party on which they serve, and from all positions as officers of Cabinets H&S or any other Cabinets H&S Party in which they serve. Cabinets H&S will cause all of its employees and directors and all of the employees and directors of each other Cabinets H&S Party to resign, effective not later than the Effective Time, from all boards of directors or similar governing bodies of Fortune Brands or any other Fortune Brands Party on which they serve, and from all positions as officers of Fortune Brands or any other Fortune Brands Party in which they serve. Notwithstanding the foregoing, the persons set forth on Schedule 3.7(a) shall not resign from any boards of directors or similar governing bodies of any Cabinets Party or any Fortune Brands Party. (b) Fortune Brands will cause each of its employees, and each of the employees of each other Fortune Brands Party, who holds stock or similar evidence of ownership of any Cabinets H&S Party as nominee for the parent of such Cabinets H&S Party pursuant to the laws of the country in which such Cabinets H&S Party is organized to transfer such stock or similar evidence of ownership to the Person so designated by Cabinets H&S to be such nominee as of and after the Effective Time. Cabinets H&S will cause each of its employees, and each of the employees of each other Cabinets H&S Party, who holds stock or similar evidence of ownership of any Fortune Brands Party as nominee for such Fortune Brands Party pursuant to the laws of the country in which such Fortune Brands Party is organized to transfer such stock or similar evidence of ownership to the Person so designated by Fortune Brands to be such nominee as of and after the Effective Time. (c) Fortune Brands will cause each of its employees and each of the employees of each other Fortune Brands Party to revoke or withdraw their express written authority, if any, to act on behalf of any Cabinets H&S Party as an agent or representative therefor after the Effective Time. Cabinets H&S will cause each of its employees and each of the employees of each other Cabinets H&S Party to revoke or withdraw their express written authority, if any, to act on behalf of any Fortune Brands Party as an agent or representative therefor after the Effective Time. All authority (other than express written authority) of any employee of any Fortune Brands Party to act on behalf of any Cabinets H&S Party, or of any employee of any Cabinets H&S Party to act on behalf of any Fortune Brands Party, shall automatically be revoked and withdrawn as of immediately prior to the Effective Time with no further act on the part of any of the Fortune Brands Parties or Cabinets H&S Parties.