Common use of Board Resignations Clause in Contracts

Board Resignations. (a) Upon request of Buyer at any time between execution of this Agreement and the Closing Date, to be effective upon the Closing Date, Seller will obtain and deliver to Buyer the resignations of at least three of the four members of its Board of Directors, as reflected on Schedule 5.11 to this Agreement. (b) Immediately upon Closing, Seller will cause a sufficient number of directors' resignations to be effective and thereupon will cause the nominees of Buyer to be elected as directors of Seller in place of the resigned directors or otherwise to fill vacancies on the Board, so that, following such action, the nominees of Buyer will constitute a majority of the members of the Board then in office.