Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officers.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/)
Resignations. On At or prior to the Closing DateClosing, the Company shall cause to be delivered deliver to Parent duly signed resignations, effective immediately at the Effective Time, resignations of all members of the boards of officers and directors of the Company and its Subsidiaries of each Subsidiary (solely in their positions capacities as directors and of all officers such), in each case, as requested by Parent, with such resignations to be effective as of the Company and its Subsidiaries of their positions as officersEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Envestnet, Inc.), Agreement and Plan of Merger (Actua Corp)
Resignations. On The Company shall deliver to the Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers set forth on Section 5.9 of the Company and its Subsidiaries of their positions Disclosure Letter as officersrequested by the Parent at least five Business Days prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ALKALINE WATER Co INC), Agreement and Plan of Merger
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignationsresignations from the members of the Company’s board of directors and, as contemplated by this Agreement, the applicable officers of the Company, effective immediately at after the Effective Time, of all members of Closing and shall take such other action as is necessary to accomplish the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersforegoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.), Merger Agreement (Wireless Facilities Inc)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards Boards of directors Directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersdirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytogen Corp), Agreement and Plan of Merger (EUSA Pharma Inc)
Resignations. On Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards officers, directors, employees and contractors of directors of Company prior to the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersClosing.
Appears in 2 contracts
Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)
Resignations. On the Closing DateAt Closing, the Company shall cause to be delivered deliver to Parent duly signed resignationswritten resignations of the directors of the Company, effective immediately together with those officers designated by Parent at least ten (10) days prior to the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (Conagra Inc /De/)
Resignations. On the Closing Date, the The Company shall cause to be have delivered to the Parent duly signed resignations, effective immediately at the Effective Time, resignations of all members of the boards of directors of the Company and such directors of its Subsidiaries of their positions as directors and of all officers Parent designates in writing at least five (5) Business Days prior to the Closing Date, effective as of the Company and its Subsidiaries of their positions as officers.Effective Time; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global BPO Services Corp), Agreement and Plan of Merger (Global BPO Services Corp)
Resignations. On The Company shall have delivered to the Parent, the resignations and releases, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MeiraGTx Holdings PLC), Agreement and Plan of Merger (MeiraGTx Holdings PLC)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at as of the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions shall take such other action as officersis necessary to accomplish the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.)
Resignations. On Except as otherwise requested by Parent, prior to the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at after the Effective TimeClosing, of all members of the boards of directors of the Company and its each of the Company Subsidiaries in office immediately prior to the Effective Time. In addition, the Company shall cause to be delivered to Parent executed resignations, together with appropriate releases, of their positions as directors and of all those officers of the Company and its each of the Company Subsidiaries of their positions as officersdesignated by Parent at least ten (10) days prior to the Closing Date, in each case in form and substance reasonably satisfactory to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rosetta Genomics Ltd.), Agreement and Plan of Merger (Rosetta Genomics Ltd.)
Resignations. On Unless otherwise specified by Parent prior to the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors resignations executed by each trustee of the Company and its Subsidiaries of their positions as directors and of all officers each officer of the Company or any Company Subsidiary in office as of immediately prior to the Company Merger Effective Time and its Subsidiaries of their positions as officerseffective upon the Company Merger Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (RPT Realty)
Resignations. On Unless otherwise specified by Parent prior to the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, resignations executed by each director of Company and each officer of the Company or any Company Subsidiary in office as of immediately prior to the Effective Time and effective immediately at upon the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Retail Properties of America, Inc.)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at as of the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions shall take such other action as officersis necessary to accomplish the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corbus Pharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.)
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers set forth on Section 6.06 of the Company and its Subsidiaries of their positions as officersDisclosure Schedules at least five (5) Business Days prior to the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company any managers and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries Company, as listed on Section 7.06 of their positions as officersthe Disclosure Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Resignations. On Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersCompany Managers on or prior to the Closing.
Appears in 1 contract
Samples: Equity Exchange Agreement (Daybreak Oil & Gas, Inc.)
Resignations. On the Closing Date, the Company shall cause deliver to be delivered to Parent duly signed resignationsParent, effective immediately at the Effective Time, resignations of all Persons who held positions as members of the boards Company Board of directors of Directors and were in office immediately prior to the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent (a) written resignations or (b) evidence of removal, in each case, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officer, directors or managers (or equivalent governing person(s)) of the Company and its Subsidiaries of their positions as directors and of all officers of Group requested by Parent at least ten (10) Business Days prior to the Company and its Subsidiaries of their positions as officersClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Business Travel Group, Inc.)
Resignations. On the Closing Date, the The Company shall use its commercially reasonable efforts to cause to be delivered to Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date such resignations or removals of all members of the boards board of directors (or similar governing body) and officers of any of the members of the Company and its Subsidiaries of their positions Group, as directors and of all officers of applicable, identified in writing by Parent within five Business Days prior to Closing, such resignations or removals to be effective concurrently with the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dave & Buster's Entertainment, Inc.)
Resignations. On At the Closing DateClosing, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at as of the Effective Time, of all members of the boards board of directors of the Company and its Subsidiaries of their positions as directors and of all officers of (except those designated by Parent to the Company and its Subsidiaries of their positions as officersin writing at least 10 days prior to the Closing).
Appears in 1 contract
Samples: Termination and Release Agreement (Activant Solutions Inc /De/)
Resignations. On or before the Closing DateClosing, the Company shall cause deliver to Parent written resignations of the officers and directors of Company in accordance with Section 5.15, all to be delivered to Parent duly signed resignations, effective immediately at as of the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officers.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of requested by Parent at least five Business Days prior to the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at as of the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its and/or the Subsidiaries set forth on Section 4.12 of their positions as officersthe Company Disclosure Letter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roper Technologies Inc)
Resignations. On Immediately prior to the Closing DateClosing, the Company shall cause to be delivered deliver to Parent duly signed written resignations, effective immediately at as of the Effective TimeClosing, of all each of the members of the boards of directors of the Company Board and its Subsidiaries of their positions as other governing bodies, managers, directors and of all officers of the Company and each of its Subsidiaries of their positions Subsidiaries, other than those officers as officersset forth on Schedule 5.4 hereof.
Appears in 1 contract
Resignations. On the Closing Date, the The Company shall cause to be delivered to the Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date such resignations of all members of the boards board of directors of the Company and its Subsidiaries of their positions each Company Subsidiary as directors and of all officers of requested in writing by the Company and its Subsidiaries of their positions as officersParent at least two days prior to the Closing Date, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and and, to the extent requested by Parent not later than five (5) Business Days prior to the Closing, of all officers of the Company and its Subsidiaries of their positions position as officers.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Performant Financial Corp)
Resignations. On The Company shall have delivered to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of executive officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officerseach Acquired Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amn Healthcare Services Inc)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at as of the Effective TimeClosing, of all members of the boards Board of directors of the Company Directors and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 1 contract
Resignations. On At the Closing, the Company and Wholesale Holdings shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of Wholesale Holdings requested by Parent at least three (3) Business Days prior to the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Samples: Lease Agreement (RumbleON, Inc.)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions position as officersofficers (but not as employees).
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at as of the Effective Time, of all members of the boards of such directors of the Company and its Subsidiaries of their positions designated as directors and of all officers of “independent non-executive directors” in the Company SEC Reports, which shall include a waiver and its Subsidiaries release of their positions as officersany claims against any Group Company, subject to customary exceptions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2micro International LTD)
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers set forth on Section 5.06 of the Company Disclosure Schedules which shall be all of the officers and its Subsidiaries directors of their positions as officersthe Company.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations (from such offices and not of employment), effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of at least one Business Day prior to the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Resignations. On The Company shall deliver to the Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of requested by the Company and its Subsidiaries of their positions as officersParent at least five Business Days prior to the Closing Date.
Appears in 1 contract
Resignations. On or before the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at as of the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersOperating Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at as of the Effective Time, of all the members of the boards of directors of the Company and its Subsidiaries of in their positions capacities as directors and of all officers of the Company and its Subsidiaries of their positions as officersdirectors, other than those individuals set forth on Schedule 5.4.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at after the Effective TimeClosing, of all directors (or members of the boards of directors of the Company and its Subsidiaries other similar governing body) of their positions position as directors a director and of all officers of their position as an officer of the Company and its Subsidiaries of their positions as officerseach Company Subsidiary.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers set forth on Section 5.06 of the Company and its Subsidiaries of their positions Disclosure Schedules on the Closing Date other than the Stockholder’s continued service as officers.the Company’s President subsequent to the Closing Date.1
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of requested by Parent at least two Business Days before the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions position as officers.
Appears in 1 contract
Resignations. On At the Closing DateClosing, the Company shall cause will deliver to be delivered to the Parent duly signed resignations, effective immediately at the Effective Time, resignations of all of the members of the boards Board of directors Directors of the Company and its Subsidiaries the resignations of their positions as directors and of all the officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall will cause to be delivered to Parent duly signed resignations, effective immediately at on or prior to the Effective Time, Closing Date the resignations of all members of the boards of officers and directors of Company, such resignations to be effective concurrently with the Company and its Subsidiaries of their positions as Closing, including statements from such directors and executive officers to the effect that all salaries, pensions, bonuses, exit payments or similar contractual obligations of all officers of the Company and its Subsidiaries of their positions as officershave been settled prior to Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DanDrit Biotech USA, Inc.)
Resignations. On the Closing Date, the The Company shall cause to be have delivered to Parent duly signed resignations, effective immediately at the Effective Time, resignations of all members of the boards of directors Directors of the Company and its Subsidiaries of their positions as directors and of all such officers of the Company and its Subsidiaries of their positions as officersmay be requested by Parent at least five (5) days prior to the Closing, such resignations to be effective at the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ign Entertainment Inc)
Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date such resignations of all members of the boards Board of directors of the Company Directors and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officerswhich have been requested in writing by Parent at least three (3) Business Days prior to the Closing Date, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors Closing resignations executed by each director and officer of the Company and each of its Subsidiaries in office as of their positions as directors immediately prior to the Effective Time and of all officers of effective upon the Company and its Subsidiaries of their positions as officersEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inventure Foods, Inc.)
Resignations. On the Closing Date, the The Company shall cause to be delivered deliver to Parent duly signed written resignations, effective immediately at as of the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions Company, as directors and of all officers of set forth on Schedule 5.10, prior to the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc)
Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date the resignations of all members of the boards of those directors of the Company and its Subsidiaries of their positions as directors and of all officers of whom Parent shall have notified the Company and its Subsidiaries of their positions as officersat least five (5) days prior to the Closing Date.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers set forth on Section 5.02 of the Company and its Subsidiaries of their positions as officersDisclosure Schedules five (5) Business Days prior to the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)
Resignations. On the Closing Date, the Company shall use commercially reasonable efforts to cause to be delivered to Parent duly signed resignationsresignations (including releases), effective immediately at as of the Effective TimeClosing, of all the members of the boards of managers, boards of directors and officers (but not employment), as applicable, of the Company and its Subsidiaries of their positions as directors and of all officers of Subsidiaries, other than those Persons who Buyer specifies to the Company and its Subsidiaries of their positions as officersat least five (5) Business Days prior to the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endo International PLC)
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members each of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed executed resignations, effective immediately at as of the Effective TimeClosing, of all members of the boards board of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Isco International Inc)
Resignations. On Prior to the Closing DateClosing, the Company shall cause to be delivered to Parent a duly signed resignationsexecuted written resignation (in a form reasonably acceptable to Parent) of each director, manager or member of any other governing body and each officer of the Company or any of its Subsidiaries (other than those specified by Parent in writing at least two (2) days prior to Closing), which such resignations shall be effective immediately at the Effective Time, of all members of the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officers.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignationsresignations from the members of the Company’s board of directors and officers of the Company, effective immediately at after the Effective TimeClosing, of all members of and shall take such other action as is necessary to accomplish the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersforegoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Bakbone Software Inc)
Resignations. On The Company shall, at or prior to the Closing DateClosing, the Company shall deliver or cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, resignation of all members (a) the officers of the boards Company set forth on Schedule 1.6 hereto, (b) the officers and managers of the Company’s Subsidiaries, and (c) the directors and managers of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersSubsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.)
Resignations. On the Closing Date, the Company Companies shall cause to be delivered to Parent duly signed resignationsresignations (including releases), effective immediately at as of the Effective TimeClosing, of all members of the boards of directors of the Company such directors, managers and its Subsidiaries of their positions as directors and of all officers of the Company Companies and any of its Subsidiaries of their positions as officersare designated by Parent.
Appears in 1 contract
Samples: Merger Agreement (Perrigo Co)
Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date such resignations of all members of the boards Board of directors Directors of the Company and its Subsidiaries of their positions each Company Subsidiary as directors and of all officers of requested in writing by Parent at least five (5) Business Days prior to the Company and its Subsidiaries of their positions as officersClosing Date, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Petroleum Corp/Co)
Resignations. On The Company shall deliver to the Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members each of the boards of directors of the Company and its Subsidiaries and each of their positions as directors and of all the officers of the Company and its Subsidiaries of their positions as officersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Garden & Pet Co)
Resignations. On the Closing Date, the Company shall cause to be delivered to Parent duly signed resignationsresignations (from the applicable board of directors), effective immediately at after the Effective Time, of all members of Closing and shall take such other action as is necessary to accomplish the boards of directors of the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersforegoing.
Appears in 1 contract
Resignations. On the Closing Date, the The Company shall cause to be have delivered to Parent duly signed resignations, effective immediately at the Effective Time, ------------ resignations of all members of the boards of directors Directors of the Company and its Subsidiaries of their positions as directors and of all such officers of the Company and its Subsidiaries of their positions as officersmay be requested by Parent at least five days prior to the Closing, such resignations to be effective at the Closing.
Appears in 1 contract
Resignations. On the Closing Date, the Company shall cause deliver to be delivered to Parent duly signed resignationsParent, effective immediately at the Effective Time, undated resignations of all Persons who held positions as members of the boards Company Board of directors of Directors and were in office immediately prior to the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersClosing.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, of the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of directors of Company Board and the Company and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officersset forth on Schedule 5.06 at least five Business Days prior to the Closing.
Appears in 1 contract
Resignations. On The Company shall deliver to Parent written resignations, effective as of the Closing Date, the Company shall cause to be delivered to Parent duly signed resignations, effective immediately at the Effective Time, of all members of the boards of officers and directors of the Company and its Subsidiaries of their positions as directors and of all officers subsidiaries other than those listed on Section 5.06 of the Company and its Subsidiaries of their positions as officersDisclosure Schedules.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Upland Software, Inc.)
Resignations. On the Closing Date, the The Company shall cause to be delivered to Parent duly signed resignations, effective immediately at on the Effective Time, Closing Date such resignations of all members of the boards board of directors of the Company (or similar governing body) and its Subsidiaries of their positions as directors and of all officers of the Company and its Subsidiaries of their positions as officerseach Company Subsidiary which have been requested in writing by Parent at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/)