Common use of Resignations Clause in Contracts

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 6 contracts

Sources: Merger Agreement (Open Solutions Inc), Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business 20 calendar days prior to the Closing.

Appears in 5 contracts

Sources: Merger Agreement (Devcon International Corp), Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors and officers of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 5 contracts

Sources: Merger Agreement (AMICAS, Inc.), Merger Agreement (Emageon Inc), Merger Agreement (Emageon Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time, of those directors of effective upon the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 4 contracts

Sources: Merger Agreement (SpartanNash Co), Merger Agreement (SpartanNash Co), Merger Agreement (Tech Data Corp)

Resignations. The Prior to the Effective Time, upon Parent’s request, the Company shall use its reasonable best efforts to obtain cause any director of the Company and each subsidiary of the Company to execute and deliver to Parent at the Closing evidence reasonably satisfactory to Parent a letter effectuating his or her resignation as a director of the resignation such entity effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 4 contracts

Sources: Merger Agreement (Cas Medical Systems Inc), Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingand each of its Subsidiaries.

Appears in 3 contracts

Sources: Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 3 contracts

Sources: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Prime Hospitality Corp), Merger Agreement (Extended Stay America Inc)

Resignations. The Company shall use its reasonable best efforts to 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 each director and officer of the Company or and any Subsidiary Subsidiary, except to the extent otherwise designated by Parent to the Company in writing at least ten business days (10) Business Days prior to the Closing.

Appears in 3 contracts

Sources: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing of the Merger evidence reasonably satisfactory to Parent of the resignation resignations, effective as of the Effective Timeeffective time of the Merger, of those directors and executive officers of the Company or any Subsidiary subsidiary thereof designated by Parent to the Company in writing at least ten business days prior to the Closingand provide such directors and executive officers customary releases.

Appears in 3 contracts

Sources: Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of at the Effective Time, of those directors each director of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days office as of immediately prior to the ClosingEffective Time.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Ch2m Hill Companies LTD), Merger Agreement (Jacobs Engineering Group Inc /De/)

Resignations. The Company shall use its reasonable best efforts to 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 or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 3 contracts

Sources: Merger Agreement (Morgan Stanley), Merger Agreement (Morgan Stanley), Merger Agreement (Morgan Stanley)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time, of those directors of effective upon the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 3 contracts

Sources: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Tufin Software Technologies Ltd.), Merger Agreement (Innerworkings Inc)

Resignations. The Company shall use its reasonable best efforts to 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 or any Company Subsidiary designated by Parent to the Company in writing at least ten five business days prior to the ClosingClosing and of the other Persons set forth in Section 6.12 of the Company Disclosure Letter.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Aeroflex Inc), Merger Agreement (Aeroflex Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 3 contracts

Sources: Merger Agreement (Keypath Education International, Inc.), Merger Agreement (Trean Insurance Group, Inc.), Merger Agreement (Tivity Health, Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those all directors of the Company or any Subsidiary designated by and each of its Subsidiaries (other than those designees of Parent elected to the Company in writing at least ten business days prior Board pursuant to Section 1.3 hereof). At the Closingrequest of Parent, the Company shall provide Parent with a true and accurate list of the directors of the Company and its Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to such list.

Appears in 2 contracts

Sources: Merger Agreement (Barrier Therapeutics Inc), Merger Agreement (Stiefel Laboratories, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Effective TimeDate, of those directors each director of the Company or any Subsidiary designated by and its Subsidiaries other than those whom Parent to the Company shall have specified in writing at least ten business days (10) Business Days prior to the ClosingEffective Date.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement (Novelis Inc.)

Resignations. The Company shall use its reasonable best efforts At or prior to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation and effective as of the Effective Time, the Company shall use commercially reasonable efforts to deliver to Parent written resignations, in form and substance reasonably satisfactory to Parent, of those directors each director and officer of each member of the Company or Group (other than any Subsidiary designated by resignations which Parent to the Company in writing at least ten business days designates prior to the Closing, by written notice to the Company, as unnecessary).

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Organon & Co.), Agreement and Plan of Merger (Roivant Sciences Ltd.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at or prior to the Closing evidence reasonably satisfactory to Parent of the resignation Date duly signed resignations, effective as of at the Effective Time, of those all directors and officers of the Company or any Subsidiary designated in writing by Parent to the Company in writing at least ten business days prior to the ClosingClosing Date.

Appears in 2 contracts

Sources: Merger Agreement (Pacer Technology), Merger Agreement (Pacer Technology)

Resignations. The Company shall use its reasonable best efforts to 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 or any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Ashford Hospitality Trust Inc), Merger Agreement (CNL Hotels & Resorts, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary and the Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Broadvision Inc), Merger Agreement (Bravo Holdco)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those trustees or directors of the Company or any U.S. Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Archstone Smith Trust)

Resignations. The Company shall will use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (GLAUKOS Corp), Merger Agreement (Avedro Inc)

Resignations. The At or before the Closing, the Company shall use its reasonable best efforts to obtain and will deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors each director and officer of the Company or any Subsidiary designated by Parent director or officer of any of the Company’s Subsidiaries, with such resignations to be effective as of the Company in writing at least ten business days prior to the ClosingSecond Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)

Resignations. The As requested by Parent, the Company shall will use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of any of the Company or any Subsidiary Company’s Subsidiaries designated by Parent to the Company. At the request of Parent, the Company shall provide Parent, a reasonable time in writing at least ten business days prior advance of Closing, with a true and accurate list of the directors of the Company’s Subsidiaries and shall promptly inform Parent of any changes to the Closingsuch list.

Appears in 2 contracts

Sources: Merger Agreement (MediaMind Technologies Inc.), Merger Agreement (DG FastChannel, Inc)

Resignations. The At or prior to Closing, Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those the directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingSubsidiary.

Appears in 2 contracts

Sources: Merger Agreement (Geo Group Inc), Merger Agreement (Geo Group Inc)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the non-revocable resignation effective as of the Effective Time, Time for each of those the members of the board of directors (or equivalent governing body) of the Company or any Subsidiary thereof designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior to shall provide Parent with a true, accurate and accurate list of the Closingmembers of the board of directors (or equivalent governing body) of the Subsidiaries of the Company.

Appears in 2 contracts

Sources: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or any Subsidiary of its Subsidiaries designated by Parent to the Company reasonably in writing at least ten business days prior to advance of the Closing.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Ust Inc), Merger Agreement (Altria Group, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Partnership Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Eop Operating LTD Partnership)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or and any Company Subsidiary designated identified by Parent in writing to the Company in writing at least ten business days three Business Days prior to the Closing. At the request of Parent, the Company shall provide Parent with a true and accurate list of the directors of the Company and the Company Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to such list.

Appears in 2 contracts

Sources: Merger Agreement (Ninetowns Internet Technology Group Co LTD), Merger Agreement (Wang Shuang)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or and any Subsidiary designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior shall provide Parent with a true and accurate list of the directors of the Company and its Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to the Closingsuch list.

Appears in 2 contracts

Sources: Merger Agreement (Gentek Inc), Merger Agreement (ASP GT Holding Corp.)

Resignations. The On or prior to the Closing Date, the Company shall use its reasonable best efforts to obtain and will deliver to the Parent at the Closing evidence reasonably satisfactory to the Parent of the resignation resignations of the directors of the Company, and to the extent requested by the Parent, of any of its Subsidiaries, such resignations to be effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Marimba Inc), Merger Agreement (BMC Software Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Nbty Inc), Merger Agreement (Sequa Corp /De/)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 2 contracts

Sources: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or and those directors of any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days two (2) Business Days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Omni Energy Services Corp)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or any Subsidiary designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior shall provide Parent with a true and accurate list of the directors of the Company and its Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to the Closingsuch list.

Appears in 1 contract

Sources: Merger Agreement (Lifecore Biomedical Inc)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of each of the directors, officers, members and managers of the Company and its Subsidiaries as requested by Parent prior to the Closing, which resignations shall be effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Paya Holdings Inc.)

Resignations. The Prior to the Effective Time, upon Parent’s request, the Company shall use its reasonable best efforts to obtain cause any director of the Company and each substantially equivalent position of any Subsidiary of the Company to execute and deliver to Parent at the Closing evidence reasonably satisfactory to Parent a letter effectuating such Person’s resignation as a director or other position of the resignation such Entity effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Hill International, Inc.)

Resignations. The Company shall use its reasonable best efforts to 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 all of the members of the Company or Board and the boards of any Subsidiary designated by Parent of the Company’s Subsidiaries and of the Company’s designees to the Company in writing at least ten business days prior to the Closingboards of Related Entities, if any.

Appears in 1 contract

Sources: Merger Agreement (Crescent Real Estate Equities Co)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company’s board of directors in office as of immediately prior to the Effective Time that are effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Diplomat Pharmacy, Inc.)

Resignations. The Company shall use its reasonable best efforts to 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 officers of the Company or officers and directors of any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Quipp Inc)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence evidence, reasonably satisfactory to Parent Parent, of the resignation effective as of the Effective Time, of those all directors and officers of the Company or any Subsidiary designated and each Company Subsidiary, as shall be specified by Parent to the Company in writing at least ten business days prior to seven Business Days in advance of Closing, with all such resignations effective at the ClosingEffective Time.

Appears in 1 contract

Sources: Merger Agreement (MULTI COLOR Corp)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or any Subsidiary and the Company Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

Sources: Merger Agreement (Cubic Corp /De/)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation resignation, effective as of the Company Merger Effective Time, of those officers and directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five (5) calendar days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Interstate Hotels & Resorts Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Acceptance Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business 10 calendar days prior to the ClosingAcceptance Time.

Appears in 1 contract

Sources: Merger Agreement (Great Wolf Resorts, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation and effective as of the Effective Time, of those the independent directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingCompany.

Appears in 1 contract

Sources: Merger Agreement (Chaparral Resources Inc)

Resignations. The On the Closing Date, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation duly signed resignations, effective as of the Effective Time, of those the directors of the Company or any Subsidiary and the Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Sources: Merger Agreement (Lj International Inc)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or and those directors of any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Gevity Hr Inc)

Resignations. The Company shall use its commercially reasonable best efforts to 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 or any Subsidiary designated by Parent to the Company in writing at least ten business days five Business Days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Eagle Hospitality Properties Trust, Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those non-management directors of the Company or and any Company Subsidiary designated identified by Parent in writing to the Company in writing at least ten business 10 days prior to the Closing. At the request of Parent, the Company shall provide Parent with a true and accurate list of the directors of the Company and the Company Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to such list.

Appears in 1 contract

Sources: Merger Agreement (Fushi Copperweld, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors resignations executed by each director of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days office as of immediately prior to the ClosingFirst Effective Time and effective upon the First Effective Time.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten twenty (20) business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Commscope Inc)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to and its Subsidiaries set forth on Section 5.15 of the Company in writing Disclosure Schedule, effective at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Sources: Merger Agreement (Sykes Enterprises Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or and any Company Subsidiary designated by Parent to the Company in writing at least ten business calendar days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Clubcorp Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver provide to Parent, on or prior to the Closing Date, to the extent requested in writing by Parent at least ten (10) Business Days prior to the Closing evidence reasonably satisfactory to Parent of the Date, resignation letters, effective as of and contingent upon the Effective Time, from each of those the directors and officers of the Company as requested by ▇▇▇▇▇▇, resigning from such position as a director or any Subsidiary designated by Parent to officer of the Company in writing at least ten business days prior to the ClosingCompany.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Bluebird Bio, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors and officers of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective of the directors and officers, in their capacity as such, of the Company and its Subsidiaries (other than directors of the Subsidiaries whom Parent determines shall continue to serve in such capacities following the Effective Time), of those directors of effective at the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Sources: Merger Agreement (Hostess Brands, Inc.)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the non-revocable resignation effective as of the Effective Time, Time for each of those the members of the board of directors (or equivalent governing body) of the Company or any Subsidiary thereof designated by Parent to the Company. At the request of Parent, the Company in writing at least ten business days prior to shall provide Parent with a true and accurate list of the Closingmembers of the board of directors (or equivalent governing body) of the Subsidiaries of the Company.

Appears in 1 contract

Sources: Merger Agreement (Artio Global Investors Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Educate Inc)

Resignations. The Company shall use its reasonable best efforts to obtain prepare and deliver to Parent at or prior to the Closing evidence reasonably satisfactory to Parent of the resignation resignations of all directors of the Company effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Neoforma Inc)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Mikros Systems Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation by the Company, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three Business Days prior to the Closing, if any.

Appears in 1 contract

Sources: Merger Agreement (Cambium Learning Group, Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective effective, as of the Effective Time, of those directors of the Company or any Subsidiary of the Company designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Nuveen Investments Inc)

Resignations. The Company shall use its commercially reasonable best efforts to 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 or and any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Water Pik Technologies Inc)

Resignations. The Prior to the Effective Time, upon Parent’s written request, the Company shall use its reasonable best efforts to obtain cause any director of the Company and any Company Subsidiary requested by Parent to execute and deliver to Parent at the Closing evidence reasonably satisfactory to Parent Company a letter effectuating his or her resignation as a director of the resignation Company and any Company Subsidiary effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Itamar Medical Ltd.)

Resignations. The Company shall use its commercially reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Life Sciences Research Inc)

Resignations. The Company shall use its reasonable best efforts to 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 or and any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingwriting.

Appears in 1 contract

Sources: Merger Agreement (Rf Monolithics Inc /De/)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, and the Company shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of those directors and officers of the Company or any Subsidiary Subsidiaries with those Persons designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Sources: Merger Agreement (Esterline Technologies Corp)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, and the Company 829649.04-LACSR01A - MSW shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of those directors and officers of the Company or any Subsidiary Subsidiaries with those Persons designated by Parent to the Company in writing at least ten business days prior to the ClosingParent.

Appears in 1 contract

Sources: Merger Agreement (TransDigm Group INC)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of any managers, directors or officers of any Subsidiary of the Effective TimeCompany from such positions (and not, for the avoidance of those directors of doubt, from such person’s employment with the Company or any Subsidiary designated of its Subsidiaries) as may be requested in writing by Parent to the Company in writing at least no later than ten business days (10) Business Days prior to the ClosingClosing (such resignations to be effective at the Effective Time).

Appears in 1 contract

Sources: Merger Agreement (HashiCorp, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation by the Company, effective as of the Effective Time, of those all directors of the Company or any Subsidiary and its Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

Sources: Merger Agreement (Athenahealth Inc)

Resignations. The At the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation of the directors and officers, in their capacity as such, of the Company and its Subsidiaries as Parent requested by Parent, effective as of upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (PhenomeX Inc.)

Resignations. The Company shall use its commercially reasonable best efforts to 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 each director of the Company or any Subsidiary designated by and the Subsidiaries other than those whom Parent to the Company shall have specified in writing at least ten 20 business days prior to the ClosingEffective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Eastman Kodak Co)

Resignations. The Company shall use its reasonable best efforts to 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 or any of Subsidiary of the Company designated by Parent to the Company in writing at least ten business days five (5) Business Days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Boston Capital Real Estate Investment Trust Inc)

Resignations. The Company shall (a) use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the REIT Merger Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the ClosingClosing and (b) take the actions specified in Section 5.18 of the Company Disclosure Letter.

Appears in 1 contract

Sources: Merger Agreement (Meristar Hospitality Operating Partnership Lp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Company Merger Effective Time, of those directors of the Company or any Company Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Home Properties Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Pharmaceutical Product Development Inc)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors of the Company or any Subsidiary subsidiary designated by Parent to the Company in writing at least ten 10 business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Swank, Inc.)

Resignations. The To the extent requested by Parent, at or prior to Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation written resignations, effective as of the Effective Time, of those the directors (or other members of similar governing bodies) and officers of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closingand each of its Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Qumu Corp)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, of those directors resignations executed by (a) each director of the Company or Board, (b) each director of any Company Subsidiary designated who is an Education Employee, and (c) if requested in writing by Parent to the Company in writing at least ten business days prior to the Closing, each of the Company’s designees to the board of directors of Evolent, if any, in each case, that are in office as of immediately prior to the Effective Time and effective upon the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Advisory Board Co)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation provide any resignations, effective as of the Effective TimeClosing, of those the members of the board of directors (or any equivalent governing body) or officers of the Company or any Subsidiary designated its Subsidiaries that are requested in writing by Parent to the Company in writing at least ten business days no later than five (5) Business Days prior to the ClosingClosing Date.

Appears in 1 contract

Sources: Merger Agreement (Brown & Brown, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver cause to be delivered to Parent at the Closing evidence resignations, in a form reasonably satisfactory to Parent Parent, executed by each director of the resignation effective Company in office as of immediately prior to the Effective Time and effective upon the Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Hibbett Inc)

Resignations. The Company shall use its reasonable best efforts cause to obtain and deliver be delivered to Parent at the Closing written evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or and any Company Subsidiary designated identified by Parent in writing to the Company. At the request of Parent, the Company in writing at least ten business days prior shall provide Parent with a true and accurate list of the directors of the Company and the Company Subsidiaries. From and after the date of delivery of such list, the Company shall promptly inform Parent of changes to the Closingsuch list.

Appears in 1 contract

Sources: Merger Agreement (ShangPharma Corp)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or any Subsidiary and its Subsidiaries (except those designated by Parent to the Company in writing at least ten business days three (3) Business Days prior to the Closing).

Appears in 1 contract

Sources: Merger Agreement (Metrologic Instruments Inc)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or any Subsidiary and its Subsidiaries (except those designated by Parent in writing to the Company in writing at least ten business days prior to the Closing).

Appears in 1 contract

Sources: Merger Agreement (Kendle International Inc)

Resignations. The Company shall use its reasonable best efforts to 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 or any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business days (10) Business Days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Goodman Global Inc)

Resignations. The Company shall use its reasonable best efforts to obtain prepare and deliver to Parent the Parents at or prior to the Closing (i) evidence reasonably satisfactory to Parent the Parents, as specified by the Parents reasonably in advance of the Closing, the resignation effective as of any directors of the Company’s wholly owned subsidiaries effective at the Effective TimeTime and (ii) all documents and filings, of those completed and executed by the appropriate directors of the Company or any Subsidiary designated and its wholly owned subsidiaries, that are necessary to record the resignations contemplated by Parent to the Company in writing at least ten business days prior to the Closingpreceding clause (i).

Appears in 1 contract

Sources: Merger Agreement (Clear Channel Communications Inc)

Resignations. The Company shall use its reasonable best efforts to 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 all directors of the Company or any Subsidiary and the Company Subsidiaries designated by Parent in writing to the Company in writing at least ten business days not less than three (3) Business Days prior to the Closing, if any.

Appears in 1 contract

Sources: Merger Agreement (SharpSpring, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Partnership Mergers Effective Time, of those directors of the Company or any Subsidiary designated by Parent to the Company in writing at least ten business five calendar days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Carramerica Realty Operating Partnership Lp)

Resignations. The Prior to the Closing, the Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent resignations executed by each director and officer of the resignation effective as of Company and its Subsidiaries immediately prior to the Effective Time, of those directors of which resignations shall be effective at the Company or any Subsidiary designated by Parent to the Company in writing at least ten business days prior to the ClosingEffective Time.

Appears in 1 contract

Sources: Merger Agreement (Embark Technology, Inc.)

Resignations. The Company shall use its reasonable best efforts to obtain and deliver to Parent at the Closing evidence reasonably satisfactory to Parent of the resignation effective as of the Effective Time, Time of those directors of the Company or any Subsidiary of its Subsidiaries designated by Parent to the Company in writing at least ten business (10) calendar days prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Hilton Hotels Corp)