Common use of Resignations Clause in Contracts

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Open Solutions Inc), Agreement and Plan of Merger (Transmontaigne Inc)

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Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business 20 calendar days prior to the Closing.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Devcon International Corp), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Extended Stay America Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors and officers of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least ten five business days prior to the ClosingClosing and of the other Persons set forth in Section 6.12 of the Company Disclosure Letter.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of at the Effective Time, of those directors each director of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days office as of immediately prior to the ClosingEffective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch2m Hill Companies LTD), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing of the Merger evidence reasonably satisfactory to Parent of the resignation resignations, effective as of the Effective Timeeffective time of the Merger, of those directors and executive officers of the Company or any Subsidiary subsidiary thereof designated by Parent to the Company in writing at least ten business days prior to the Closingand provide such directors and executive officers customary releases.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingand each of its Subsidiaries.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors each director and officer of the Company or and any Subsidiary Subsidiary, except to the extent otherwise designated by Parent to the Company in writing at least ten business days (10) Business Days prior to the Closing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp), Agreement and Plan of Merger (Industrial Distribution Group Inc)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the non-revocable resignation effective as of the Effective Time, Time for each of those the members of the board of directors (or equivalent governing body) of the Company or any Subsidiary thereof designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior to shall provide Parent with a true, accurate and accurate list of the Closingmembers of the board of directors (or equivalent governing body) of the Subsidiaries of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CNL Hotels & Resorts, Inc.), Agreement and Plan of Merger (Ashford Hospitality Trust Inc)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or and any Subsidiary designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior shall provide Parent with a true and accurate list of the directors of the Company and its Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to the Closingsuch list.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ASP GT Holding Corp.), Agreement and Plan of Merger (Gentek Inc)

Resignations. The At or prior to Closing, Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those the directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingSubsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Geo Group Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors and officers of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.. 50

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Health Systems Solutions Inc), Agreement and Plan of Merger (Health Systems Solutions Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nbty Inc), Agreement and Plan of Merger (Sequa Corp /De/)

Resignations. The On or prior to the Closing Date, the Company shall use its reasonable best efforts to obtain and will deliver to the Parent at the Closing evidence reasonably satisfactory to the Parent of the resignation resignations of the directors of the Company, and to the extent requested by the Parent, of any of its Subsidiaries, such resignations to be effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marimba Inc), Agreement and Plan of Merger (BMC Software Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary and the Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadvision Inc), Agreement and Plan of Merger (Bravo Holdco)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or any Subsidiary of its Subsidiaries designated by Parent to the Company reasonably in writing at least ten business days prior to advance of the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at or prior to the Closing evidence reasonably satisfactory to Parent of the resignation Date duly signed resignations, effective as of at the Effective Time, of those all directors and officers of the Company or any Subsidiary designated in writing by Parent to the Company in writing at least ten business days prior to the ClosingClosing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacer Technology), Agreement and Plan of Merger (Pacer Technology)

Resignations. The At or before the Closing, the Company shall use its reasonable best efforts to obtain and will deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors each director and officer of the Company or any Subsidiary designated by Parent director or officer of any of the Company’s Subsidiaries, with such resignations to be effective as of the Company in writing at least ten business days prior to the ClosingSecond Effective Time.

Appears in 2 contracts

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

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of any of the Company or any Subsidiary Company’s Subsidiaries designated by Parent to the Company. At the request of Parent, the Company shall provide Parent, a reasonable time in writing at least ten business days prior advance of Closing, with a true and accurate list of the directors of the Company’s Subsidiaries and shall promptly inform Parent of any changes to the Closingsuch list.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (MediaMind Technologies Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Partnership Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eop Operating LTD Partnership), Agreement and Plan of Merger (Eop Operating LTD Partnership)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those trustees or directors of the Company or any U.S. Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Archstone Smith Trust)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation written resignations, effective as of the Effective TimeClosing Date, of those directors the officers and managers of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingset forth on Schedule 7.07.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (BigBear.ai Holdings, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation written resignations, effective as of the Effective TimeClosing Date, of those the directors and officers of the Company or any Subsidiary designated by Parent and, in each case, to the Company in writing at least ten business days prior to the Closingextent requested by Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Properties Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pharmaceutical Product Development Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective TimeDate, of those directors each director of the Company or any Subsidiary designated by and its Subsidiaries other than those whom Parent to the Company shall have specified in writing at least ten business days (10) Business Days prior to the ClosingEffective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Novelis Inc.)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of the directors and officers, in their capacity as such, of the Company and its Subsidiaries as Parent requested by Parent, effective as of upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PhenomeX Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence evidence, reasonably satisfactory to Parent Parent, of the resignation effective as of the Effective Time, of those all directors and officers of the Company or any Subsidiary designated and each Company Subsidiary, as shall be specified by Parent to the Company in writing at least ten business days prior to seven Business Days in advance of Closing, with all such resignations effective at the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MULTI COLOR Corp)

Resignations. The Company shall will use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.. Section 5.11

Appears in 1 contract

Samples: Agreement and Plan of Merger (GLAUKOS Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or and any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingwriting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life Sciences Research Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten twenty (20) business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commscope Inc)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of each of the directors, officers, members and managers of the Company and its Subsidiaries as requested by Parent prior to the Closing, which resignations shall be effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paya Holdings Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective TimeDate, of those directors each director of the Company or any Subsidiary designated by and its Subsidiaries other than those whom Parent to the Company shall have specified in writing at least ten business days (10) Business Days prior to the ClosingEffective Date. SECTION 5.09.

Appears in 1 contract

Samples: Arrangement Agreement

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or and any Company Subsidiary designated by Parent to the Company in writing at least ten business calendar days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clubcorp Inc)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to and its Subsidiaries set forth on Section 5.15 of the Company in writing Disclosure Schedule, effective at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sykes Enterprises Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation by the Company, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three Business Days prior to the Closing, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cambium Learning Group, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of any managers, directors or officers of any Subsidiary of the Effective TimeCompany from such positions (and not, for the avoidance of those directors of doubt, from such person’s employment with the Company or any Subsidiary designated of its Subsidiaries) as may be requested in writing by Parent to the Company in writing at least no later than ten business days (10) Business Days prior to the ClosingClosing (such resignations to be effective at the Effective Time).

Appears in 1 contract

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

Resignations. The To the extent requested by Parent, at or prior to Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation written resignations, effective as of the Effective Time, of those the directors (or other members of similar governing bodies) and officers of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingand each of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qumu Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or and those directors of any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gevity Hr Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors each director of the Company or any Subsidiary designated by and the Subsidiaries other than those whom Parent to the Company shall have specified in writing at least ten 20 business days prior to the ClosingEffective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Eastman Kodak Co)

Resignations. The On the Closing Date, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation duly signed resignations, effective as of the Effective Time, of those the directors of the Company or any Subsidiary and the Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lj International Inc)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, and the Company shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of those directors and officers of the Company or any Subsidiary Subsidiaries with those Persons designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Esterline Technologies Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and the Company Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

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

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Partnership Mergers Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carramerica Realty Operating Partnership Lp)

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Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director and officer of the resignation effective as of Company and its Subsidiaries immediately prior to the Effective Time, of those directors of which resignations shall be effective at the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Embark Technology, Inc.)

Resignations. The Company shall use its reasonable best efforts At or prior to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation and effective as of the Effective Time, the Company shall use commercially reasonable efforts to deliver to Parent written resignations, in form and substance reasonably satisfactory to Parent, of those directors each director and officer of each member of the Company or Group (other than any Subsidiary designated by resignations which Parent to the Company in writing at least ten business days designates prior to the Closing., by written notice to the Company, as unnecessary). 109

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roivant Sciences Ltd.)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, and the Company 829649.04-LACSR01A - MSW shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of those directors and officers of the Company or any Subsidiary Subsidiaries with those Persons designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TransDigm Group INC)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business (10) calendar days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Hotels Corp)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective of the directors and officers, in their capacity as such, of the Company and its Subsidiaries (other than directors of the Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), of those directors of effective at the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hostess Brands, Inc.)

Resignations. The Company shall use its reasonable best efforts At or prior to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation and effective as of the Effective Time, the Company shall use commercially reasonable efforts to deliver to Parent written resignations, in form and substance reasonably satisfactory to Parent, of those directors each director and officer of each member of the Company or Group (other than any Subsidiary designated by resignations which Parent to the Company in writing at least ten business days designates prior to the Closing, by written notice to the Company, as unnecessary).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Organon & Co.)

Resignations. The Company shall (a) use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the REIT Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the ClosingClosing and (b) take the actions specified in Section 5.18 of the Company Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meristar Hospitality Operating Partnership Lp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Educate Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 1 contract

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

Resignations. The At or prior to the Closing, the Company shall use its reasonable best efforts Reasonable Best Efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory duly signed resignations, effective immediately prior to Parent of the resignation effective as of the Effective Time, of those all officers and directors of the Company and the Subsidiary, or shall take such other action as is necessary to cause such persons to no longer be officers or directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days Subsidiary, as applicable, immediately prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HMS Holdings Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days (10) Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Goodman Global Inc)

Resignations. The Company shall use its reasonable best efforts to obtain prepare and deliver to Parent the Parents at or prior to the Closing (i) evidence reasonably satisfactory to Parent the Parents, as specified by the Parents reasonably in advance of the Closing, the resignation effective as of any directors of the Company’s wholly owned subsidiaries effective at the Effective TimeTime and (ii) all documents and filings, of those completed and executed by the appropriate directors of the Company or any Subsidiary designated and its wholly owned subsidiaries, that are necessary to record the resignations contemplated by Parent to the Company in writing at least ten business days prior to the Closingpreceding clause (i).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries (except those designated by Parent in writing to the Company in writing at least ten business days prior to the Closing).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kendle International Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Hospitality Properties Trust, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or and those directors of any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days two (2) Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omni Energy Services Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries (except those designated by Parent to the Company in writing at least ten business days three (3) Business Days prior to the Closing).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metrologic Instruments Inc)

Resignations. The Subject to Section 5.15, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing Effective Time evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Voting Agreement (Ad.Venture Partners, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors officers of the Company or officers and directors of any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quipp Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or any of Subsidiary of the Company designated by Parent to the Company in writing at least ten business days five (5) Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)

Resignations. The Company shall use its reasonable best efforts to obtain prepare and deliver to Parent at or prior to the Closing evidence reasonably satisfactory to Parent of the resignation resignations of all directors of the Company effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neoforma Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company or and any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Water Pik Technologies Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence resignations, in a form reasonably satisfactory to Parent Parent, executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hibbett Inc)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mikros Systems Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those directors all of the members of the Company or Board and the boards of any Subsidiary designated by Parent of the Company’s Subsidiaries and of the Company’s designees to the Company in writing at least ten business days prior to the Closingboards of Related Entities, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crescent Real Estate Equities Co)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Acceptance Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business 10 calendar days prior to the ClosingAcceptance Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation and effective as of the Effective Time, of those the independent directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chaparral Resources Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Company Merger Effective Time, of those officers and directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five (5) calendar days prior to the Closing.

Appears in 1 contract

Samples: Voting Agreement (Interstate Hotels & Resorts Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors and officers of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and the Company Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cubic Corp /De/)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuveen Investments Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation by the Company, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Athenahealth Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors resignations executed by (a) each director of the Company or Board, (b) each director of any Company Subsidiary designated who is an Education Employee, and (c) if requested in writing by Parent to the Company in writing at least ten business days prior to the Closing, each of the Company’s designees to the board of directors of Evolent, if any, in each case, that are in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advisory Board Co)

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