Resignations. Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.), Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Turning Point Brands, Inc.), Stock Purchase Agreement (Synalloy Corp)
Resignations. Seller At the Closing, the Sellers shall cause the Company to deliver to Buyer on Purchaser written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer Purchaser at least five one (51) Business Days Day prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Rennova Health, Inc.), Stock Purchase Agreement (Medytox Solutions, Inc.)
Resignations. Seller shall either deliver the written resignations of each director or manager, as applicable, of the Companies and their Subsidiaries or cause the Company each such director or officer to deliver to Buyer on be removed effective as of the Closing Date such resignations of members of the board of directors or governors of the Company and of officers of the Company which have been Date, except as may be requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingBuyer.
Appears in 2 contracts
Sources: Purchase Agreement (Cendant Corp), Purchase Agreement (Affinion Loyalty Group, Inc.)
Resignations. Seller The Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of Transferred Companies from their respective capacities as officers and/or directors, as applicable, but not as employees of the Company which have been applicable Transferred Company, as requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (IHS Inc.)
Resignations. Seller shall cause the Company have delivered to deliver to Buyer on the Closing Date such resignations of members Purchaser written resignations, effective as of the board Closing, from (i) each of directors or governors the members appointed by Seller to the Board of Directors of the Company and of officers of (ii) the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closinginterim Brand Manager.
Appears in 2 contracts
Sources: Purchase Agreement (Palmsource Inc), Purchase Agreement (Palmone Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on at Closing written resignations, effective as of the Closing Date such resignations Date, of members all the officers, managers and Board Members of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingPublic Company.
Appears in 2 contracts
Sources: Definitive Agreement (Emerge Health International Inc), Definitive Agreement (Metwood Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)
Resignations. Unless otherwise requested by Buyer, at or prior to Closing, Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members all officers and directors of the board of directors or governors of the Transferred Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingits Subsidiaries.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Sinclair Broadcast Group Inc), Equity Purchase Agreement (Walt Disney Co)
Resignations. On or prior to the Closing Date, Seller shall cause the Company to will deliver to Buyer on the Closing Date such resignations duly signed resignation letters, in form and substance reasonably satisfactory to Buyer, effective as of members of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently of all officers and directors of the Target Companies (other than those specified by Buyer in writing) from their officer or director positions, as applicable, with any of the ClosingTarget Companies (the “Resignation Letters”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Resignations. Seller shall cause the Company use its commercially reasonable efforts to deliver to Buyer on the Closing Date such resignations of members of the board of directors Purchaser, at or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be written resignation letters of all directors and officers of each Transferred Entity, or their equivalents, effective concurrently with as of the Closing, as directed by and in form reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Pseg Power LLC), Equity Purchase Agreement (Pseg Power LLC)
Resignations. At or prior to the Closing, Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations letters of members resignation, effective as of the board Closing, of directors or governors all of the Company officers and of officers directors of the Company which have been requested Transferred Companies, except for the officers and directors designated in writing by Buyer at least five (5) two Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (White Mountains Insurance Group LTD)
Resignations. On the Closing Date, Seller shall cause the Company to deliver be delivered to Buyer on duly signed resignations, effective as of the Closing Date such resignations Closing, of all members of the board boards of directors or governors of the Company and their positions as directors (and, if requested by Buyer prior to Closing, of officers of their positions as officers) of the Acquired Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingand its Subsidiaries.
Appears in 2 contracts
Sources: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations or notices of termination, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested applicable Subsidiaries designated by Buyer to Seller in writing by Buyer at least five (5) Business Days not fewer than 10 days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Resignations. Seller On the Closing Date, the Sellers shall cause to be delivered to the Company to deliver to Buyer on Purchaser duly signed resignations, effective upon the Closing Date such resignations Closing, of members all of the board of directors or governors of the Company and of officers of the Company which have been requested designated in writing by Buyer the Purchaser at least five (5) Business Days business days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Stock Purchase and Sale Agreement (Intermet Corp), Stock Purchase and Sale Agreement (Intermet Corp)
Resignations. Seller shall cause the Company to deliver to Buyer on in writing, effective as of the Closing Date such resignations of members Effective Time, resignations, from their respective officer and director positions, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been Disclosure Schedules or requested in writing by Buyer at least five (5) Business Days prior to the Closing. For the avoidance of doubt, where such persons are employees of the Company, such resignations to be effective concurrently with the Closingshall not include resignation from employment.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Unitil Corp), Stock Purchase Agreement (Unitil Corp)
Resignations. At the Closing, Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingother than ▇▇▇▇ ▇’▇▇▇▇).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingAcquired Companies.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Resignations. Seller The Sellers shall cause to be delivered to the Company to deliver to Buyer on the Closing Date such all resignations of members of the board Board of directors or governors Directors and officers of the Company and of officers of the Company which Subsidiaries that have been requested in writing by the Buyer at least five (5) two Business Days prior to the Closing, such resignations to be effective concurrently with immediately after the Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Bowne & Co Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested in writing by Buyer at least five three (53) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on the Closing Date such additional written resignations of members of the board of officers and directors or governors of the Company and of officers of the Company which have been as requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Resignations. Seller The Sellers shall cause the Company to deliver to the Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of Companies requested by the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers Acquired Companies set forth on Section 5.02 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Sources: Share Purchase Agreement (Allied Motion Technologies Inc)
Resignations. The Seller shall cause the Company to deliver to Buyer on the Purchaser written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and the manager of the Company and of officers of Acquired Companies, to be designated by the Company which have been requested in writing by Buyer Purchaser at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (TELUS International (Cda) Inc.)
Resignations. Seller shall cause the Company use commercially reasonable efforts to deliver to Buyer on obtain letters of resignation effective as of the Closing Date such resignations of members from each of the board of directors or governors managers of the Company and of officers of the Company which have been requested that Buyer specifies in writing by Buyer to Seller at least five (5) ten Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Albany Molecular Research Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the any Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingSubsidiary.
Appears in 1 contract
Resignations. The Seller shall cause the Company to deliver to Buyer on the Closing Date Purchaser at or prior to the Applicable Closing, written resignations (or evidence of removal) of such resignations directors of members each of the board of directors or governors of Transferred Entities as the Company and of officers of the Company which have been requested Purchaser may specify in writing by Buyer to the Seller at least five (5) Business Days prior to the Applicable Closing, such which resignations to (or removal) shall be effective concurrently with as of the Applicable Closing.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and Managers of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingGRA.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Accel Entertainment, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors respective directors, officers and managers of the Company Mission Companies and of officers MM Ltd, as set forth on Section 7.01 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Sources: Equity Purchase Agreement (Troika Media Group, Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board officers, managers, or directors of directors or governors of SWH and the Company and of officers of the Company which have been Acquired Subsidiaries as requested in writing by Buyer at least five three (53) Business Days prior to the Closing, such resignations to be effective concurrently with the before Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Bob Evans Farms Inc)
Resignations. (a) . The Seller shall cause the Company to deliver to the Buyer on written resignations in form and substance reasonably satisfactory to the Buyer, effective as of the Closing Date such resignations of members Date, of the board officers and directors (or equivalent) of directors or governors of each Acquired Entity and Purchased Subsidiary specified by the Company and of officers of Buyer to the Company which have been requested Seller in writing by Buyer at least five (5) no less than three Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been Disclosure Schedules requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company deliver or caused to deliver be delivered to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingCompany.
Appears in 1 contract
Resignations. Seller The Sellers shall cause have delivered (at the Company closing) to deliver to Buyer on the Closing Date such resignations of members Purchaser the resignation of the board Sellers from the Company's Board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDirectors and/or Officers.
Appears in 1 contract
Sources: LLC Membership Interest Purchase Agreement (Global Earth Energy, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers as set forth on Section 5.01 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Resignations. Seller shall cause and the Company to shall deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors of the Company and of officers each member of the Company which have been Group set forth on Section 6.05 of the Disclosure Schedules requested in writing by Buyer at least five (5) ten Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller Buyer shall cause the Company to deliver to Buyer on have received an executed resignation letter effective as of the Closing Date such resignations of members of the board of directors or governors Date, from each director and officer of the Company and of officers of the Company which Subsidiaries other than those whom Buyer shall have been requested specified in writing by Buyer at least five (5) Business Days business days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations in form and substance reasonably satisfactory to Buyer, effective as of the Closing Date such resignations Date, of members all of the board officers, directors and managers of directors or governors each Acquired Company, including those set forth on Section 5.4 of the Company and of officers of the Company which have been requested in writing by Buyer Disclosure Schedules at least five (5) Business Days or prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Leidos, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, duly executed by the officers and directors of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingCompanies set forth on Schedule III.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company Company, each Subsidiary, and of officers of the Company which have been each Affiliated Practice requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company use reasonable best efforts to deliver to Buyer on the Closing Date such any resignations of members (effective as of the board of directors or governors Closing) of the Company directors, managers, and of officers of the Company which have been Transferred Entities that are requested by Purchaser in writing by Buyer at least no less than five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Limelight Networks, Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days business days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Spendsmart Networks, Inc.)
Resignations. Seller On or prior to Closing, Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members all officers, directors and managers of the board of directors or governors of the Purchased Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Titan Machinery Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations or evidence of removal, effective as of the Closing Date such resignations of members Date, of the board officers and directors of directors or governors of the Company each Target and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingAcquired Subsidiary.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on the Closing Date such resignations of members written resignations, effective as of the board of directors or governors First Closing Date, of the Company officers and of officers managers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingCompany.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Resignations. Seller Sellers’ Representative shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members of the board of all directors or governors of the Company and of those officers of the Company which have been requested designated in writing by Buyer at least five (5) Business Days to the Sellers’ Representative prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors of the Company and of officers of the Company which have been (whom are also Sellers under this Agreement) set forth on Schedule 6.01, or as might be reasonably requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer Target Companies at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Equity Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Resignations. Seller At the Closing, the Sellers shall cause the Company to deliver to Buyer on ▇▇▇▇▇ written resignation and release letters, effective as of the Closing Date Date, in forms reasonably acceptable to Buyer, of each of the officers and directors of the Acquired Companies requested by ▇▇▇▇▇ in writing prior to the Closing, effectuating his or her resignation from such resignations of members position as a member of the board of directors (or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five equivalent governing body) or as officer (5) Business Days prior although not as an employee unless otherwise so required pursuant to the Closing, such resignations to be effective concurrently with the Closingthis Agreement).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Compass Minerals International Inc)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 4.05 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver have delivered to Buyer on the Closing Date such written resignations of members of the board of directors or governors of the Company Company’s officers and of officers of the Company which have been requested in writing managers specified by Buyer at least five (5) Business Days prior to on Schedule 6.2(g), effective as of the Closing, such resignations in a form reasonably acceptable to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Amneal Pharmaceuticals, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been requested in writing by Buyer Disclosure Schedules at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Resignations. Seller The Vendors shall cause the Company to deliver to Buyer on Purchaser written resignations, effective as of the Closing Date such resignations of members Date, of the board officers and directors of directors or governors of the Company and of officers of the Company which have been any ALPS Entity requested in writing by Buyer Purchaser at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with before the Closing.
Appears in 1 contract
Sources: Share Purchase Agreement
Resignations. At the Closing, Seller shall cause to be delivered to Buyer and the Company to deliver to Buyer on duly signed resignations from the Closing Date such resignations of members of the applicable board of directors directors, board of managers or governors similar organizational bodies, effective as of the Closing, of the Company and each of officers of its Subsidiaries other than Continuing Business Employees and shall take such other action as is necessary to accomplish the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingforegoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Resignations. Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members written resignations, effective as of the board of directors or governors Closing, of the Company directors and of officers of the Company which have been Acquired Companies requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date Date, of such resignations officers and directors of members of the board of directors or governors of ▇▇▇▇▇▇▇▇ and the Company and of officers of the Company which have been requested that Buyer may identify in writing by Buyer a written request delivered to Seller at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingCompany.
Appears in 1 contract
Resignations. On the Closing Date, the Seller shall cause deliver the Company duly executed resignations or evidence of removal, in each case, in form and substance reasonably satisfactory to deliver to Buyer on the Closing Date such resignations of members Purchaser (effective as of the board Closing) of directors or governors all directors, managers and officers of any member of the Company and of officers of Group as may be requested by the Company which have been requested Purchaser in writing by Buyer at least and delivered to the Seller not less than five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Motorola Solutions, Inc.)
Resignations. The Company or the Seller Representative shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested in writing by Buyer ▇▇▇▇▇ at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members all the officers and directors of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingCompany.
Appears in 1 contract
Resignations. The Seller shall will cause to be delivered to the Company to deliver to Buyer on the Closing Date such written resignations of members of the board of directors any director or governors officer of the Company and of officers as to which such resignation has been requested by Buyer, effective as of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Intelligent Systems Corp)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been requested in writing by Buyer Disclosure Schedules at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members of the board of directors On or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations the Sellers shall obtain and deliver to be the Buyers the written resignations, effective concurrently with as of the Closing, of the directors, managers, officers and statutory auditors (or equivalent) of each Group Company, other than in respect of any such Persons that the Buyers, prior to the Closing, notify the Sellers in writing that no such resignation shall be required.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Carlisle Companies Inc)
Resignations. Unless otherwise requested by Buyer, at or prior to Closing, Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members all officers and directors of the board of directors or governors of the Company Transferred Companies and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingtheir Subsidiaries.
Appears in 1 contract
Sources: Stock Purchase Agreement (Factset Research Systems Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors and officers (to the extent such officers are not employees of the Company and of officers Company) of the Company which have been Company, and QGH shall deliver to Buyer written resignations, effective as of the Closing Date, of the directors of Holding Sub, in each case as requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Eagle Outfitters Inc)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board officers and directors of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingeach Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sterling Construction Co Inc)
Resignations. Seller Sellers shall cause the Company to deliver have delivered to Buyer on duly signed resignations, effective at the Closing Date such resignations Closing, of members each of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingits Subsidiaries.
Appears in 1 contract
Sources: Purchase Agreement (Flo Fill Co Inc)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on Buyers written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers set forth on Section 5.01 of the Company which have been requested in writing by Buyer Disclosure Schedules at least five (5) three Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. The Seller shall cause the Company to deliver to the Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of requested by the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers as set forth on Section 5.05 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Letter.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days or prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Apricus Biosciences, Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on resignation letters, which shall be in form and substance reasonably satisfactory to Buyer (such letters, the Closing Date such resignations “Resignation Letters”), effective upon the Closing, of members of the board of directors or governors of the Company all directors, company auditors and of officers of the Company which have been requested in writing by that the Buyer at least identifies to the Company no later than five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date Date, of such resignations of members of the board of officers and directors or governors of the Company and of officers of the Company which have been requested that Buyer may identify in writing by Buyer a written request delivered to Seller at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested each Subsidiary set forth in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingExhibit C hereof.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Good Times Restaurants Inc)
Resignations. Seller The Sellers’ Representative shall cause the Company have delivered to deliver to Buyer on the Closing Date such Buyer, duly executed written resignations of members such director(s), manager(s) or officer(s) of the board of directors or governors of the each Target Company and of officers of the Company which have been their Subsidiaries as requested in writing by Buyer at least five not less than one (51) Business Days Day prior to the Closing, such resignations in each case in form and substance reasonably satisfactory to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Sources: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members all officers and directors of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closingeach Company.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board officers and directors of directors or governors each of the Company and of officers of the Company which have been requested in writing by Buyer Target Companies at least five two (52) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board officers and managers of directors or governors of the Company and of officers of the Company which have been Sub requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Innospec Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on the Closing Date such resignations of members of the board of directors On or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the applicable Closing Date, the Seller will (i) deliver to the Purchaser the duly signed resignation letters, effective at the time of applicable Closing, such resignations to be effective concurrently of all officers and directors of the Acquired Companies who are not Transferred Employees from their officer or director positions, as applicable, with any Acquired Company, and (ii) use Reasonable Efforts and cooperate with the ClosingPurchaser in taking appropriate actions to replace any Affiliates of the Seller that are officers or directors of the Joint Ventures or Venture Investments with representatives of the Purchaser.
Appears in 1 contract
Resignations. Seller The Sellers’ Representative shall cause the Company use reasonable efforts to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the or any Company which have been Subsidiary requested in writing by Buyer at least five (5) Business Days prior before the Closing or otherwise take action to the Closing, remove such resignations to be effective concurrently with the Closingindividuals from such positions.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on any written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company requested by Buyer and of officers set forth on Section 5.04 of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Sources: Stock Contribution and Purchase Agreement (CNL Strategic Capital, LLC)
Resignations. Seller The Buyers shall cause have received the Company written resignations (in a form reasonably acceptable to deliver to Buyer on the Closing Date such resignations Buyers) of each of the members of the board of directors managers (or governors of similar governing body) and the Company and of officers of the each Group Company which have been requested designated in writing to the Sellers by Buyer at least five the Buyers pursuant to Section 8.15 no fewer than three (53) Business Days prior to the ClosingClosing Date, such resignations effective as of immediately prior to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Purchase Agreement (Cowen Inc.)
Resignations. Seller Buyer shall cause the Company to deliver to Buyer on have received resignations, effective as of the Closing Date such resignations in form and substance satisfactory to Buyer, of members of all directors and, to the board of directors or governors of the Company and of officers of the Company which have been extent requested in writing by Buyer at least five within two (52) Business Days prior to the ClosingClosing Date, such resignations to be effective concurrently with any officer of the ClosingCompany and its Subsidiaries (other than the Foreign Subsidiary).
Appears in 1 contract
Sources: Stock Purchase and Investment Agreement (Marketaxess Holdings Inc)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members or as otherwise set forth therein, of the board of officers and directors or governors of the Company and of officers set forth on Section 2.04(b)(iv) of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingDisclosure Schedules.
Appears in 1 contract
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company requested by Buyer and of officers set forth on Section 6.03 of the Company which have been requested in writing by Buyer Disclosure Schedules at least five two (52) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Unit Purchase Agreement (Tribune Publishing Co)
Resignations. At the Closing, Seller shall cause the Company to deliver to Buyer on written resignation letters, in form and substance reasonably satisfactory to Buyer, effective as of the Closing Date such resignations of members Date, of the board officers and directors of directors or governors of the each Acquired Group Company and of officers of the Company which have been requested by Buyer in writing by Buyer at least five two (52) Business Days prior to the Closing, effectuating his or her resignation from such resignations position as a member of the board of directors (or equivalent governing body) or as officer (although not as an employee unless otherwise so required pursuant to be effective concurrently with the Closingthis Agreement).
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors officers and managers of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Leucadia National Corp)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members all managers of the board of directors or governors of the Company and of officers of the Company which have been Heartland Companies requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Titan Machinery Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 5.05 of the Company which have been requested in writing by Buyer Disclosure Schedules at least five (5) Business Days or prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller The Buyer shall cause have received letters of resignation from the Company to deliver to Buyer on the Closing Date such resignations of members of the board of directors or governors of the Company and each of officers of its Subsidiaries, if any, except for such members or directors that the Company which have been requested Buyer specifies in writing by Buyer to the Seller at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingClosing Date.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Matson, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on the Closing Date such resignations letters of members resignation, effective as of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with of all officers and directors of any of the ClosingTransferred Companies set forth on Section 5.8 of the Buyer Disclosure Letter.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days are employees or representatives of Seller prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Resignations. Seller shall cause the Company to deliver to Buyer on Purchaser written resignations, effective as of the Closing Date such resignations of members Date, of the board of officers and directors or governors of the Company and of officers set forth on Section 6.2 of the Company Disclosure Schedule, which have been requested resignations shall include resignations by such individuals from the positions set forth on Section 6.2 of the Disclosure Schedule, but shall not result in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently individuals resigning from their employment with the ClosingCompany, if applicable.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Inotiv, Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on Purchaser written resignations, effective as of the Closing Date such resignations of members Date, of the board of directors or governors of the Company and of officers of the Company which have been requested in writing by Buyer at least five (5) Business Days or prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Northwest Pipe Co)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations of members Date, of the board officers and managers of directors or governors of the Company (and of officers of the Company which have been requested in writing any other position held by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingSeller).
Appears in 1 contract
Sources: Membership Unit Purchase Agreement (Orbital Energy Group, Inc.)
Resignations. Seller Sellers shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members all officers, directors and managers of the board of directors or governors of the Company and of officers of the Company which have been Heartland Companies requested in writing by Buyer at least five (5) Business Days prior to the Closing, such resignations to be effective concurrently with the ClosingBuyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Titan Machinery Inc.)
Resignations. Seller shall cause the Company to deliver to Buyer on written resignations, effective as of the Closing Date such resignations Date, of members of the board of all officers, managers and/or directors or governors (if applicable) of the Company and of officers of the Company which have been requested in writing by Buyer at least five three (53) Business Days prior to the Closing, such resignations to be effective concurrently with the Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (reAlpha Tech Corp.)