Common use of Additional Actions Clause in Contracts

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation constituent corporation acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation constituent corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation constituent corporation to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (ai) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation acquired or to be acquired by reason of, or as a result of, the Merger, or (bii) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either any Constituent Corporation acquired or to be acquired by reason of, or as a result of, the Merger, Merger or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either any Constituent Corporation to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further deeds, bills of sale, assignments or assurances in law or any other acts actions or things are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its rights, title or interest in, to and possession or under any of any the rights, property or right assets of either Constituent Acquisition Corporation acquired or to be acquired by reason of, or as a result of, or in connection with, the Merger, Merger or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Acquisition Corporation and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, bills of sale, assignments and assurances in law and to take and do all acts such other actions as may be necessary or proper desirable to vest, perfect or confirm any and all right, title and interest in, to and possession of under such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Acquisition Corporation or otherwise to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, Buyer or the Surviving Corporation shall consider con- sider or be advised that consistent with the terms of this Agreement any further deeds, assignments or assurances in law as- surances or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationSur- viving Corporation its right, title or interest in, to and possession or under any of any property the rights, properties or right assets of either Constituent Corporation acquired Seller or to be acquired by reason of, or as a result of, the Merger, Merger Sub or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms Seller and conditions Merger Sub and each of this Agreement, each such Constituent Corporation and its their respective officers and directors directors, shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and or assurances in law and to do all acts necessary or proper desirable to vest, perfect or confirm title to and possession of to such property rights, properties or rights assets in the Surviving Sur- viving Corporation and otherwise to carry out the purposes of this Agreement; , and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation Seller or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall will consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation NICOYA acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes purpose of this Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation NICOYA and its proper officers and directors shall will be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of either Constituent Corporation NICOYA or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation DHI acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes purpose of this Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation DHI and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of either Constituent Corporation DHI or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms any deeds, bills of this Agreement any further sale, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession or under any of any property the rights, properties or right assets of either Constituent Corporation acquired the Company or to be acquired by reason of, or as a result of, the MergerMerger Sub, or (b) otherwise to carry out the purposes provisions of this Agreement, thenthe Company, subject to the terms and conditions of this Agreement, each such Constituent Corporation Merger Sub and its respective officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation the Company, Merger Sub or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Surviv- ing Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable to (ai) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession or under any of any property the rights, properties or right assets of either Constituent Corporation the Acquiror Sub acquired or to be acquired by reason of, or the Surviving Corporation as a result of, or in connection with, the Merger, or (bii) otherwise to other- wise carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation Acquiror Sub and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments assign- ments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation the Acquiror Sub or other- wise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation or the Surviving Bank shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation or the Surviving Bank, title to and possession of any property or right of either Constituent Corporation Alliance (or Tolland) acquired or to be acquired by reason of, or as a result of, the Merger or Bank Merger, or (b) otherwise to carry out the purposes of this Agreement, thenAlliance, subject to the terms Tolland and conditions of this Agreement, each such Constituent Corporation and its their officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation or the Surviving Bank and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation and the Surviving Bank are fully authorized in the name of either Constituent Corporation Alliance, Tolland or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation Company shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCompany, title to and possession of any property or right of either Constituent Corporation of the Company or Merger Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of the Company or Merger Sub and its officers and directors managers shall be deemed to have granted to the Surviving Corporation Company an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation Company and otherwise to carry out the purposes of this Agreement; and the officers and directors managers of the Surviving Corporation Company are fully authorized in the name of either Constituent Corporation of the Company or Merger Sub to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law required by applicable Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation of the Company or Merger Subs acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of the Company or Merger Subs and its their officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law required by applicable Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors managers of the Surviving Corporation are fully authorized in the name of either Constituent Corporation of the Company or Merger Subs to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms any deeds, bills of this Agreement any further assignments or sale, assignments, assurances in law or any other acts actions or things are necessary or desirable (ai) to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving CorporationCorporation its right, title or interest in, to and possession or under any of any property the rights, properties or right assets of either Constituent Corporation acquired or to be acquired by reason of, or the Surviving Corporation as a result of, or in connection with, the Merger, Merger or (bii) to otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, bills of sale, assignments and assurances in law and to take and do all acts such other actions and things as may be necessary or proper desirable to vest, perfect or confirm any and all right, title and interest in, to and possession of under such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either each Constituent Corporation or otherwise to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation any rights, title or interest in, to and possession or under any of any property the rights, properties or right assets of either Constituent Corporation Candie's or NRC acquired or to be acquired by reason of, or the Surviving Corporation as a result of, or in connection with, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation then NRC and its appropriate officers and and/or directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper proper, to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the appropriate officers and and/or directors of the Surviving Corporation are hereby fully authorized in the name names of either Constituent Corporation NRC or otherwise to take any and all such actionactions.

Additional Actions. If, at any time after the Effective TimeTime of the Merger, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either the Constituent Corporation acquired or Corporations to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms Constituent Corporations and conditions of this Agreement, each such Constituent Corporation and its their proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in by the name of either Constituent Corporation Corporations to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation of Axle or the Buyer acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of Axle or the Buyer and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation of Axle or the Buyer to take any and all such action.

Additional Actions. If, at any time after the Bancshares Merger Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title to and possession of any property or right of either Constituent Corporation acquired or to be acquired by reason ofinterest in, to, or as a result ofunder any of the rights, the Mergerproperties or assets of Bancshares, or (b) otherwise to carry out the purposes of this Agreement or the Bancshares Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation Bancshares and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and or assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement or the Bancshares Merger Agreement; , and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation Bancshares or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation Buyer or the Company acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes purpose of this Agreement, then, subject to Buyer and the terms Company and conditions of this Agreement, each such Constituent Corporation and its their respective proper officers and directors shall be deemed to have granted to the Surviving Corporation and its proper officers and directors, and each of them, an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation Corporation, and each of 5 them, are fully authorized in the name of either Constituent Corporation Buyer and the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation Immune acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes purpose of this Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation Immune and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of either Constituent Corporation Immune or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, BFC or the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation L▇▇▇▇▇ or Merger Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of L▇▇▇▇▇ and its Merger Sub and their officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of either Constituent Corporation L▇▇▇▇▇ or Merger Sub to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law required by applicable Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation of the Company or Merger Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of the Company or Merger Sub and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law required by applicable Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors managers of the Surviving Corporation are fully authorized in the name of either Constituent Corporation of the Company or Merger Sub to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation CTB Delaware acquired or to be acquired by reason of, or as a result of, of the Merger, or (b) otherwise to carry out the purposes purpose of this Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation CTB Delaware and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; , and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of either Constituent Corporation CTB Delaware to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further deeds, assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation WII DELAWARE acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Merger Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation WII DELAWARE and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or and proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of either Constituent Corporation WII DELAWARE or otherwise to take any and all such action.. ARTICLE II MANNER,

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances in law required by applicable Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either Constituent Corporation of the Company or Merger Sub I acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each such Constituent Corporation of the Company or Merger Sub I and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law required by applicable Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors managers of the Surviving Corporation are fully authorized in the name of either Constituent Corporation of the Company or Merger Sub I to take any and all such action.