Common use of Certain Resignations Clause in Contracts

Certain Resignations. (a) On or prior to the Effective Date, EnCana shall cause each officer and director: (i) of Subco or any Affiliate of Subco who is an officer or director (or the equivalent thereof) of EnCana or any Affiliate of EnCana as at the Effective Date, but will not be an officer or director of EnCana or any Affiliate of EnCana after the Effective Date, to resign, effective not later than the Effective Date, from all boards of directors or similar governing bodies of EnCana or any Affiliate of EnCana on which they serve (and all committees thereof), and from all positions as officers (or the equivalent thereof) of EnCana or any Affiliate of EnCana which they hold; and (ii) of EnCana and any Affiliate of EnCana who will not be an officer or director (or the equivalent thereof) of Cenovus, Subco or any Affiliate thereof after the Effective Date, to resign, effective not later than the Effective Date, from all boards of directors or similar governing bodies of Cenovus, Subco or any Affiliate thereof on which they serve (and all committees thereof) and from all positions as officers (or the equivalent thereof) of Cenovus, Subco and any Affiliate thereof which they hold. (b) Notwithstanding the foregoing: (i) the Parties shall use reasonable commercial efforts to have any director or officer who resigns pursuant to this Section 2.5 cooperate and assist (in the case of officers, with respect to matters for which they were responsible prior to the Reorganization Time), the entity from which they have resigned as necessary to comply with all regulatory and other governance requirements and all in accordance with Section 6.9; and (ii) if following the Effective Date any officer or director of a Party continues to serve as an officer or director of another Party, but should have resigned from such position pursuant to this Section 2.5, then EnCana and Subco, as the case may be, shall use their reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to cause such officer or director to resign from such position as promptly as reasonably practicable and where legally permissible and practicable with effect from the Effective Date.

Appears in 2 contracts

Sources: Separation and Transition Agreement (Cenovus Energy Inc.), Separation and Transition Agreement (Encana Corp)

Certain Resignations. (a) On or prior to the Effective Date, EnCana FirstService shall cause each officer and director: (i) of Subco FSV Holdco or any Affiliate of Subco FSV Holdco who is an officer or director (or the equivalent thereof) of EnCana FirstService or any Affiliate of EnCana FirstService as at the Effective Date, but will not be an officer or director of EnCana FirstService or any Affiliate of EnCana FirstService after the Effective Date, to resign, effective not later than the Effective Date, from all boards of directors or similar governing bodies of EnCana FirstService or any Affiliate of EnCana FirstService on which they serve (and all committees thereof), and from all positions as officers (or the equivalent thereof) of EnCana FirstService or any Affiliate of EnCana FirstService which they hold; and (ii) of EnCana FirstService and any Affiliate of EnCana FirstService who will not be an officer or director (or the equivalent thereof) of CenovusNew FSV, Subco FSV Holdco or any Affiliate thereof after the Effective Date, to resign, effective not later than the Effective Date, from all boards of directors or similar governing bodies of CenovusNew FSV, Subco FSV Holdco or any Affiliate thereof on which they serve (and all committees thereof) and from all positions as officers (or the equivalent thereof) of CenovusNew FSV, Subco FSV Holdco and any Affiliate thereof which they hold. (b) Notwithstanding the foregoing: (i) the Parties shall use reasonable commercial efforts to have any director or officer who resigns pursuant to this Section 2.5 2.6 cooperate and assist (in the case of officers, with respect to matters for which they were responsible prior to the Reorganization Time), the entity from which they have resigned as necessary to comply with all regulatory and other governance requirements and all in accordance with Section 6.96.7; and (ii) if following the Effective Date any officer or director of a Party continues to serve as an officer or director of another Party, but should have resigned from such position pursuant to this Section 2.52.6, then EnCana Colliers and SubcoNew FSV, as the case may be, shall use their reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to cause such officer or director to resign from such position as promptly as reasonably practicable and where legally permissible and practicable with effect from the Effective Date.

Appears in 2 contracts

Sources: Transitional Services and Separation Agreement (FirstService Corp), Transitional Services and Separation Agreement (Colliers International Group Inc.)

Certain Resignations. (a) On Except as set forth in Section 2.3 of the Disclosure Letter, at or prior to the Effective Redemption Date, EnCana Applera shall use commercially reasonable efforts to cause each officer employee, officer, and director: (i) director of Subco or Applera and any Affiliate of Subco Applied Biosystems Subsidiary who is an officer or director (or the equivalent thereof) of EnCana Celera or any Affiliate of EnCana as at the Effective Date, Celera Subsidiary but will not be an officer or director of EnCana Celera or any Affiliate of EnCana a Celera Subsidiary after the Effective Date, Redemption to resign, effective not later than the Effective DateRedemption, from all boards of directors or similar governing bodies of EnCana Celera or any Affiliate of EnCana Celera Subsidiary on which they serve (and all committees thereof), and from all positions as officers (or the equivalent thereof) of EnCana Celera or any Affiliate of EnCana Celera Subsidiary in which they hold; and (ii) serve. Except as set forth in Section 2.3 of EnCana the Disclosure Letter, Celera will use commercially reasonable efforts to cause each employee, officer, and director of Celera and any Affiliate of EnCana Celera Subsidiary who will not be is an officer or director (or the equivalent thereof) of CenovusApplera or an Applied Biosystems Subsidiary but will not be an employee, Subco officer or any Affiliate thereof director of Applera or an Applied Biosystems Subsidiary after the Effective Date, Redemption to resign, effective not later than the Effective DateRedemption, from all boards of directors or similar governing bodies of Cenovus, Subco Applera or any Affiliate thereof Applied Biosystems Subsidiary on which they serve (and all committees thereof) ), and from all positions as officers (or the equivalent thereof) of Cenovus, Subco and Applera or any Affiliate thereof Applied Biosystems Subsidiary in which they hold. (b) serve. Notwithstanding the foregoing: (i) the Parties shall use reasonable commercial efforts to have any director or officer who resigns pursuant to this Section 2.5 cooperate and assist (in the case of officers, with respect to matters for which they were responsible prior to the Reorganization Time), the entity from which they have resigned as necessary to comply with all regulatory and other governance requirements and all in accordance with Section 6.9; and (ii) if following the Effective Date Redemption either Group determines that any employee, officer or director of a Party the other Group continues to serve as an officer or director of another Partysuch Group, but should have resigned from such position pursuant to this Section 2.52.3, then EnCana and Subco, as each of the case may be, parties hereto shall use their respective commercially reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to cause such employee, officer or director to resign from such position as promptly as reasonably practicable and where legally permissible and practicable with effect from the Effective Datepracticable.

Appears in 1 contract

Sources: Separation Agreement (Applera Corp)