Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory Subsidiary, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or perfect, confirm of ownership, record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Transitory Subsidiaryof such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such constituent corporations or otherwise, all such other actions and things as may be necessary or desirable to continue in, vest, perfect perfect, confirm ownership or confirm record any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ediets Com Inc)
Subsequent Actions. If, If at any time after the Effective TimeClosing the Final Surviving Entity shall determine, the Surviving Corporation in its sole discretion, or shall consider or be advised advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Final Surviving Corporation Entity its right, title or interest in, to or under any of the rights, properties or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Final Surviving Corporation Entity as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Final Surviving Corporation Entity shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties or assets in, and in the assumption of the liabilities of, the Final Surviving Corporation Entity or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, either of the Surviving Corporation Companies shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the such Surviving Corporation Company as a result of, or in connection with, one of the Merger Mergers or otherwise to carry out this Agreement, the officers and Table of Contents directors of the such Surviving Corporation Company shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Transitory Subsidiaryof such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, the in such Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If, If at any time after the Effective ------------------ Time, the Surviving Corporation or Parent shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation or Parent, as the case may be, its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation or Parent as a result of, or in connection with, the Asset Contribution or the Merger or to otherwise to carry out this Agreement, the officers of Verizon and the officers and directors of each of Parent and the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Transitory Subsidiary, deliver all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Northpoint Communications Group Inc)
Subsequent Actions. If, at any time after the Effective TimeDate, the Surviving CorporationSurviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation’s right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Transitory Subsidiaryconstituent corporations of the Merger, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (MVP Network, Inc.)
Subsequent Actions. If, at any time after the Effective TimeDate, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Transitory Subsidiaryconstituent corporations of the Merger, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of Parent, Buyer, the Company and the Surviving Corporation shall be fully authorized to execute and deliver, in the name and on behalf of either the Company Company, the Surviving Corporation or Transitory SubsidiaryMerger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Attunity LTD)
Subsequent Actions. If, at any time after the Effective ------------------------------- Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Transitory Subsidiaryconstituent corporations of the Merger, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, If at any time after the Effective Time, the Surviving Corporation or Parent shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation or Parent, as the case may be, its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation or Parent as a result of, or in connection with, the Asset Contribution or the Merger or to otherwise to carry out this Agreement, the officers of Verizon and the officers and directors of each of Parent and the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Transitory Subsidiary, deliver all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective TimeDate, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Transitory Subsidiaryconstituent corporations of the Merger, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that Time any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Company’s right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation Company or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Entity’s direct or indirect right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired and its Subsidiaries, including the capital stock of RMI owned by the Surviving Corporation Company, as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, at the officers sole cost and directors expense of the Surviving Corporation Entity, the directors and officers of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation Entity or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective TimeDate, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation’s right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Transitory Subsidiaryconstituent corporations of the Merger, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties properties, privileges, franchises or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determine, in its sole discretion, or shall be advised advised, that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary SoOum acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors then an authorized agent of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either SFI, the Company Merger Sub or Transitory SubsidiarySoOum, all such deeds, bills of sale, assignments and assignments, assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If, If at any time after the Effective Time, Time the Initial Surviving Corporation shall consider determine, in its sole discretion, or shall be advised advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Initial Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of, and assume of Company vested in the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Initial Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Initial Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties or assets in, and in the assumption of the liabilities of, the Initial Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Rentech Inc /Co/)
Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall consider determine, in its sole and reasonable discretion, or shall be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the terms of this AgreementAgreement and the transactions contemplated hereby, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the terms of this AgreementAgreement and the transactions contemplated hereby.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determine, in its sole discretion, or shall be advised advised, that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary Galaxy acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors then an authorized agent of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either FLCR, the Company Merger Sub or Transitory SubsidiaryGalaxy, all such deeds, bills of sale, assignments and assignments, assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation Company shall consider determine, in its sole discretion, or shall be advised advised, that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of, and assume the liabilities of, either of the Company or Transitory Subsidiary acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryCompany, all such deeds, bills of sale, assignments and assurances assignments, assurances, and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title and or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in, and the assumption of the liabilities of, in the Surviving Corporation Company or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determines or be is advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of, and assume the liabilities of, of either of the Company or Transitory Subsidiary Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out or give effect to this AgreementAgreement and the Transactions, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Transitory SubsidiaryPurchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties or assets in, and the assumption of the liabilities of, in the Surviving Corporation or otherwise to carry out or give effect to this AgreementAgreement and the Transactions.
Appears in 1 contract
Sources: Merger Agreement (Cypress Communications Holding Co Inc)