Common use of Director Resignations Clause in Contracts

Director Resignations. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and the Company Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Higher One Holdings, Inc.), Agreement and Plan of Merger (Cdi Corp)

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Director Resignations. At the Closing, the The Company shall 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 and the Company Subsidiaries (other than directors or any Subsidiary of the Company and designated by Parent to the Company Subsidiaries whom Parent determines shall continue in writing at least five (5) Business Days prior to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital River Inc /De), Agreement and Plan of Merger (Tekelec)

Director Resignations. At the Closing, the The Company shall 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 and or any Company Subsidiary designated by Parent to the Company Subsidiaries in writing at least three (other than directors of 3) Business Days prior to the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WaferGen Bio-Systems, Inc.)

Director Resignations. At the Closing, the Company shall deliver have delivered to Parent evidence reasonably satisfactory prior to Parent of the Closing the resignation of the directors each director of the Company and the Company Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time)Company, effective at as of the Effective Time.

Appears in 1 contract

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

Director Resignations. At the Closing, the Company shall deliver to Parent evidence a letter of resignation in a form reasonably satisfactory to Parent of the resignation from each of the directors of the Company and the Company its Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective Time.

Appears in 1 contract

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

Director Resignations. At or prior to the Closing, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the all directors of the Company and the Company Subsidiaries (other than directors who are not also officers of the Company and the Company Subsidiaries whom Parent determines Company, which resignations shall continue to serve in such capacities following the Effective Time), be effective at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mantech International Corp)

Director Resignations. At the Closing, the The Company shall obtain and deliver to the Parent at the Closing evidence reasonably satisfactory to the Parent of the resignation resignation, effective as of the Effective Time, of those directors of the Company and or any Company Subsidiary designated by the Parent to the Company Subsidiaries in writing at least fifteen (other than directors of 15) business days prior to the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amreit)

Director Resignations. At the Closing, the The Company shall 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 and or any Company Subsidiary designated by Parent to the Company Subsidiaries in writing at least ten (other than directors of 10) business days prior to the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genesco Inc)

Director Resignations. At the Closing, the The Company shall 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 and or any Company Subsidiary designated by Parent to the Company Subsidiaries in writing at least fifteen (other than directors of 15) business days prior to the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Performance Food Group Co)

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Director Resignations. At Prior to the Closing, the Company shall use its reasonable best efforts to deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the all directors and officers of the Company and the Company Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines Company, which resignations shall continue to serve in such capacities following the Effective Time), be effective at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)

Director Resignations. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the all directors of the Company and the Company its Subsidiaries specified in writing by Parent (other than directors Company Designated Directors) reasonably in advance of the Company Closing and the Company Subsidiaries whom Parent determines shall continue in any event at least five (5) Business Days prior to serve Closing, in such capacities following the Effective Time), each case effective at the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)

Director Resignations. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and the Company its Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective Time.

Appears in 1 contract

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

Director Resignations. At the Closing, the The Company shall 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 and or any Material Company Subsidiary designated by Parent to the Company Subsidiaries in writing at least fifteen (other than directors of 15) business days prior to the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), effective at the Effective TimeClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intergraph Corp)

Director Resignations. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory at or prior to Parent of the Closing the resignation of the directors each director of the Company and the Company Subsidiaries (other than directors of the Company and the Company Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time)Company, effective at as of the Effective Time.

Appears in 1 contract

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

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