Common use of Resignation of Directors and Officers Clause in Contracts

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing Date.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)

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Resignation of Directors and Officers. The Prior to the Effective Time, at the request of Parent, the Company shall cause each of the directors director and officers each officer of the Company and/or any Subsidiary of the Company to execute and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit deliver a letter of effectuating his or her resignation or otherwise be removed as a director or an officerofficer of the Company and/or any applicable Subsidiary effective as of the Effective Time. At the request of Parent, as the case may be, effective on or before Company will cooperate with Parent to effect the Closing Datereplacement of any such directors and officers selected by Parent at the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sonosite Inc), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc)

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of the Company and its Subsidiaries, in each case, to To the extent requested by Parent, the Company shall use its commercially reasonable efforts to cause to be delivered to Parent no less than ten (10) Business Days resignations executed by each director and officer of the Company in office as of immediately prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a director or an officer, as Effective Time and effective upon the case may be, effective on or before the Closing DateEffective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.)

Resignation of Directors and Officers. The Company Parent shall cause have received a written resignation from each of the directors and officers of the Company and each of its Subsidiaries, subsidiaries (in each case, to the extent requested by Parent no less than ten (10their capacities as such) Business Days effective as of immediately prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing DateEffective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Electronic Clearing House Inc)

Resignation of Directors and Officers. The At the Closing, if requested by Parent, the Company shall cause each deliver to Parent evidence reasonably satisfactory to Parent of the resignation of any or all the directors and and/or officers of the Company and any Subsidiary of the Company, effective at the Effective Time; provided, that any such resignations of any officer shall not affect such officer’s employment status with the Company or its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Merge Healthcare Inc)

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of the Company and its Subsidiaries, in each case, to To the extent requested by Parent no less than ten (10) Business Days in writing prior to the Closing Date, the Company shall use its reasonable best efforts to submit a letter obtain and deliver to Parent at the Closing, to be effective as of resignation or otherwise be removed as a the Closing, duly signed resignations of each officer and director or an officer, as of the case may be, effective on or before the Closing DateCompany designated by Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (U.S. Renal Care Inc), Agreement and Plan of Merger (Dialysis Corp of America)

Resignation of Directors and Officers. The Company shall cause have delivered to Parent the resignation of each of the directors director and officers officer of the Company and its Subsidiaries, in each case, (with respect to such position) to be effective as of the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing DateEffective Time.

Appears in 2 contracts

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

Resignation of Directors and Officers. The Prior to the Effective Time, Company shall cause each use its reasonable efforts to deliver to Parent the resignations of the such directors and officers of the Company and its SubsidiariesCompany Subsidiaries (which directors and officers are also employees of Company or Surgis Management, in each case, to the extent requested by Inc.) as Parent no less than shall specify at least ten (10) Business Days business days prior to the Closing DateClosing, effective at the Effective Time. For avoidance of doubt, no resignation tendered pursuant to submit this Section 5.8 shall be considered a letter of resignation or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing Datetermination of employment by such person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)

Resignation of Directors and Officers. The Company Parent shall cause each of the directors obtain and officers of deliver to the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days at or prior to the Closing DateEffective Time, the resignation of each member of the Parent Board, to submit a letter be effective immediately upon appointment of resignation or otherwise be removed as a director or an officersuch director’s successor following the Effective Time, as the case may be, effective on or before the Closing Dateand of each officer of Parent.

Appears in 1 contract

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

Resignation of Directors and Officers. The Company shall cause each of If requested by Parent, the directors and officers of the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days office immediately prior to the Closing Date, to submit a letter will have resigned as directors or officers of resignation or otherwise be removed as a director or an officer, as the case may beCompany, effective on or before as of the Closing Date, and Parent will have received duly executed letters of resignation in form and substance reasonably satisfactory to Parent from such directors and officers.

Appears in 1 contract

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

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Resignation of Directors and Officers. The At the Closing, except as otherwise may be agreed in writing by Parent, the Company shall cause each deliver to Parent the resignation of all of the directors and officers members of the Board of Directors of the Company who are in office immediately prior to the Effective Time (and its Subsidiaries, in each case, to the extent requested by Parent no less than ten Xxxxxx, from any member of the board of directors (10or any equivalent) Business Days prior to of each Subsidiary of the Closing DateCompany), to submit a letter of resignation or otherwise which resignations shall be removed as a director or an officer, as effective at the case may be, effective on or before the Closing DateEffective Time.

Appears in 1 contract

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

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of the Company and its Subsidiaries, in each case, to To the extent requested by Parent, the Company shall use its reasonable best efforts to cause to be delivered to Parent no less than ten (10) Business Days resignations executed by each director and officer of the Company in office as of immediately prior to and effective upon (a) the Closing Date, to submit a letter consummation of resignation the Offer or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing Date.(b) the

Appears in 1 contract

Samples: Purchase Agreement (Thermo Fisher Scientific Inc.)

Resignation of Directors and Officers. The At the Closing, except as otherwise may be agreed in writing by Parent, the Company shall cause each deliver to Parent the resignation of all of the directors and officers members of the Board of Directors of the Company who are in office immediately prior to the Effective Time (and its Subsidiaries, in each case, to the extent requested by Parent no less than ten Parent, from any member of the board of directors (10or any equivalent) Business Days prior to of each Subsidiary of the Closing DateCompany), to submit a letter of resignation or otherwise which resignations shall be removed as a director or an officer, as effective at the case may be, effective on or before the Closing DateEffective Time.

Appears in 1 contract

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

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of the Company and its Subsidiaries, each Company Subsidiary in each case, to the extent requested by Parent no less than ten (10) Business Days office immediately prior to the Closing DateEffective Time shall have resigned as directors and officers of such company effective as of the Effective Time, and Parent shall have received letters of resignation, including a release of all claims against the Company and Company Subsidiaries, from such persons, except for such claims as arise pursuant to submit a letter of resignation this Agreement or otherwise be removed as a director or an officer, as the case may be, effective on or before the Closing Dateany Ancillary Agreements.

Appears in 1 contract

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

Resignation of Directors and Officers. The At the written request of Parent, the Company shall cause each of the directors director and officers officer of the Company and its Subsidiaries, in each case, to the extent requested by Parent no less than ten (10) Business Days prior to the Closing Date, to submit a letter of resignation or otherwise be removed as a any director or an officerofficer of any of the Company’s Subsidiaries to resign in such capacity, with such resignations to be effective as of the case may be, effective on or before the Closing Date.Effective Time. Section 6.10

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sharps Compliance Corp)

Resignation of Directors and Officers. The Company shall cause each of the directors and officers of each of the Company and its Subsidiaries, the Subsidiary in each case, to the extent requested by Parent no less than ten (10) Business Days office immediately prior to the Closing Date, to submit a letter shall have resigned as directors or officers of resignation the Company or otherwise be removed as a director or an officerthe Subsidiary, as the case may beapplicable, effective on or before as of the Closing Date, and Parent shall have received letters of resignation in form and substance satisfactory to Parent from all such directors and officers.

Appears in 1 contract

Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)

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