Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 29 contracts
Sources: Merger Agreement (Yext, Inc.), Merger Agreement, Merger Agreement
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.
Appears in 19 contracts
Sources: Merger Agreement (Cab-Tive Advertising, Inc.), Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Biogold Fuels CORP)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub the Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.
Appears in 11 contracts
Sources: Merger Agreement (BSD Software Inc), Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 11 contracts
Sources: Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc), Agreement and Plan of Merger (Entrust Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, Parent and the Surviving Corporation and the officers and directors of the Company, Parent and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 10 contracts
Sources: Merger Agreement (Shanda Games LTD), Merger Agreement (Swisher Hygiene Inc.), Merger Agreement (Taleo Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, the directors and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, shall take all such lawful and necessary action.
Appears in 8 contracts
Sources: Merger Agreement (Sonosite Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (ArcSight Inc)
Taking of Necessary Action; Further Action. If If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 7 contracts
Sources: Agreement and Plan of Reorganization (Usweb Corp), Merger Agreement (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Parent and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 7 contracts
Sources: Agreement and Plan of Reorganization (E Piphany Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Intraware Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are the Surviving Corporation shall be fully authorized (in the name of their respective corporations or otherwise Merger Sub, Company, the Surviving Corporation and otherwise) to take, and will take, take all such lawful and necessary action.
Appears in 6 contracts
Sources: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Sybase Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully Surviving Corporation shall be authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.
Appears in 6 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 6 contracts
Sources: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Polycom Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Acquiror Sub, and the officers and directors of the Company, Parent Acquiror and Acquiror Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 6 contracts
Sources: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Royal Gold Inc), Merger Agreement (Battle Mountain Gold Exploration Corp.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Sources: Merger Agreement (Bea Systems Inc), Agreement and Plan of Reorganization (Essex Portfolio Lp), Merger Agreement (Plumtree Software Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further lawful and necessary action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, ; and the officers officers, managers and directors of the Company, Parent Company and Sub the Surviving Corporation are fully authorized in their respective names and in the name of their respective corporations or otherwise Merger Sub to take, and will take, all such lawful and necessary take action.
Appears in 6 contracts
Sources: Merger Agreement (Milwaukee Iron Arena Football, Inc), Merger Agreement (Milwaukee Iron Arena Football, Inc), Merger Agreement (Milwaukee Iron Arena Football, Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, the directors and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Surviving Company shall take all such lawful and necessary actionaction on behalf of the Company and Merger Sub.
Appears in 6 contracts
Sources: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc), Merger Agreement (Lumentum Holdings Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title title, and possession to all assetsContracts, propertyProperty, rights, privileges, privileges and powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will the Company and Parent shall cause them to take, all such lawful and necessary action.
Appears in 5 contracts
Sources: Merger Agreement (Spacedev Inc), Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)
Taking of Necessary Action; Further Action. If If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 5 contracts
Sources: Merger Agreement (Cardlytics, Inc.), Merger Agreement (Cardlytics, Inc.), Agreement and Plan of Merger (Accolade, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent Company and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Tut Systems Inc), Merger Agreement (Platinum Software Corp), Merger Agreement (Tut Systems Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Company will take, take all such lawful and necessary action.
Appears in 5 contracts
Sources: Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Spansion Inc.), Merger Agreement (Saifun Semiconductors Ltd.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations entities or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Colt Defense LLC), Merger Agreement (McKesson Corp), Merger Agreement (US Oncology Holdings, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any reasonable and lawful further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the CompanyConstituent Corporations, Parent, Sub, and the officers and directors of the Company, Parent and Sub such corporations are fully authorized in the name of their respective corporations corporation or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 4 contracts
Sources: Merger Agreement (Robertson M G), Merger Agreement (Regent University), Merger Agreement (Christian Broadcasting Network Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Corporation will take, take all such lawful and necessary action.
Appears in 4 contracts
Sources: Merger Agreement (Tellabs Inc), Merger Agreement (United Online Inc), Merger Agreement (Precise Software Solutions LTD)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of Parent, the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 4 contracts
Sources: Merger Agreement (NantKwest, Inc.), Merger Agreement (NantKwest, Inc.), Merger Agreement (Constant Contact, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthe then current officers and directors or managers, Subas applicable, of Parent and Merger Sub and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Company shall take all such lawful and necessary action.
Appears in 4 contracts
Sources: Merger Agreement (Transcat Inc), Merger Agreement (Transcat Inc), Merger Agreement (Transcat Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Subthe Subs, and the officers and directors of the Company, Parent and Sub the Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 4 contracts
Sources: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.), Draft Agreement (Nuance Communications, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are Surviving Corporation shall be fully authorized in the name of their respective corporations or otherwise to take, and will take, shall take all such lawful and necessary action.
Appears in 3 contracts
Sources: Merger Agreement (Double Eagle Petroleum Co), Merger Agreement (Petrosearch Energy Corp), Merger Agreement (Gasonics International Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Eaco Corp), Merger Agreement (Us Dry Cleaning Corp), Merger Agreement (Us Dry Cleaning Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 3 contracts
Sources: Merger Agreement (KIT Digital, Inc.), Merger Agreement (Tibco Software Inc), Merger Agreement (KIT Digital, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 3 contracts
Sources: Merger Agreement (Forsythe Gerald R), Merger Agreement (Verticalnet Inc), Strategic Alliance Agreement and Plan of Merger (Broadcom Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Flir Systems Inc), Merger Agreement (Phone Com Inc), Merger Agreement (Quantum Corp /De/)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Barracuda Networks Inc), Merger Agreement (NetApp, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Company and the CompanyMerger Sub, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.
Appears in 3 contracts
Sources: Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary actionreasonable action in furtherance thereof.
Appears in 2 contracts
Sources: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Taking of Necessary Action; Further Action. If If, at any time ------------------------------------------ after the Effective Time, any reasonable and lawful further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the CompanyConstituent Corporations, Parent, Sub, and the officers and directors of the Company, Parent and Sub such corporations are fully authorized in the name of their respective corporations corporation or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Fox Television Stations Inc /De/), Merger Agreement (Fox Kids Worldwide Inc)
Taking of Necessary Action; Further Action. If If, at any time after ------------------------------------------ the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/), Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation and each of their respective subsidiaries are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.), Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, rights and title to and possession to of all assets, propertyproperties, rights, privileges, powers immunities and franchises of either the Company, Parent, Company or Merger Sub, and the officers and directors of the Company, Parent and Sub each such corporation are fully authorized in the name of their respective corporations such corporation or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (New Image Industries Inc), Merger Agreement (New Image Industries Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, Merger Sub and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Rambus Inc), Agreement and Plan of Reorganization (Atrix Laboratories Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and DYHP Acquisition, Parent, Sub, and the officers and directors of the Company, Parent and Sub are the Surviving Corporation shall be fully authorized (in the name of their respective corporations or otherwise DYHP Acquisition, Company, the Surviving Corporation and otherwise) to take, and will take, take all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Neurobiological Technologies Inc /Ca/), Agreement and Plan of Reorganization (Cell Genesys Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers powers, and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and the Company and Parent will cause them to take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyConstituent Corporations, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Constituent Corporations will take, take all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Products Group Inc), Merger Agreement (Advanced Products Group Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of required by this Agreement and to be taken to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to takeCompany will, and will takeare hereby authorized to, all take such action as may be reasonably requested by the Purchaser to the extent lawful and necessary actionreasonably practicable.
Appears in 2 contracts
Sources: Merger Agreement (Maxim Integrated Products Inc), Merger Agreement
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Corp with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, the then current officers and directors of Parent and Merger Sub and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Company shall take all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Trio Merger Corp.), Merger Agreement (Andina Acquisition Corp)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthen the officers, Sub, directors and the officers and directors employees of the Company, Parent and Sub Subsidiary are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
Taking of Necessary Action; Further Action. If at any time after the ------------------------------------------ Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Krooss John), Agreement and Plan of Reorganization (Centillium Communications Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title title, and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name and on behalf of their respective corporations the Company or otherwise otherwise, to take, and will take, take all lawful action necessary or desirable to accomplish such lawful and necessary actionpurpose or acts.
Appears in 2 contracts
Sources: Merger Agreement (Virage Logic Corp), Merger Agreement (Synplicity Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective TimeDate, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Blue Earth, Inc.), Merger Agreement (Blue Earth, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the CompanyParent, Parent the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Matinas BioPharma Holdings, Inc.), Merger Agreement (Amicus Therapeutics Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Novellus Systems Inc), Merger Agreement (Speedfam Ipec Inc)
Taking of Necessary Action; Further Action. If at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, the Surviving Corporation and the officers and directors of the Company, Parent and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Network Appliance Inc), Merger Agreement (Planar Systems Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Parent and Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Ibeam Broadcasting Corp), Agreement and Plan of Reorganization (Goto Com Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation LLC with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, Parent and the Surviving LLC and the officers and directors of the Company, Parent and Sub the Surviving LLC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Taleo Corp), Agreement and Plan of Reorganization (Advent Software Inc /De/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Company will take, take all such lawful and necessary action, so long as such action is consistent with this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Omega Ventures Inc), Agreement and Plan of Reorganization (Technoconcepts, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Company and Parent, Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Apple Computer Inc), Merger Agreement (Silicon Graphics Inc /Ca/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Broadcom Corp), Merger Agreement (Broadcom Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Knova Software, Inc.), Merger Agreement (Business Objects Sa)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Commerce One Inc), Merger Agreement (Xcarenet Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Acquisition, Parent, Sub, and the officers and directors of the Company, Parent Company and Sub Acquisition immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Laidlaw Inc), Merger Agreement (Emcare Holdings Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, Acquiror and the officers and directors of the Company, Parent Company and Sub Acquiror are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Digital Music Group, Inc.), Merger Agreement (Digital Music Group, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Purchaser with control over, and to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the CompanyCompany and the Stockholder Representative will and are hereby authorized to, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to takeotherwise, and will take, take all such lawful and necessary actionaction as may be requested by the Purchaser.
Appears in 2 contracts
Sources: Merger Agreement (PLX Technology Inc), Merger Agreement (PLX Technology Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Citadel Technology Inc), Merger Agreement (Goldonline International Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Surviving Corporation and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.
Appears in 2 contracts
Sources: Merger Agreement (Fti Consulting Inc), Merger Agreement (Readers Digest Association Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent Company and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Internet Commerce Corp), Merger Agreement (Easylink Services Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Acquisition Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized authorized, in the name of their respective corporations or otherwise the Company and Acquisition Sub respectively, to take, and will take, take all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Apex Bioventures Acquisition Corp), Merger Agreement (American Technical Ceramics Corp)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Va Linux Systems Inc), Agreement and Plan of Reorganization (QRS Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyTarget, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub the Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.
Appears in 2 contracts
Sources: Merger Agreement (Infousa Inc), Merger Agreement (Infousa Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Companyof, Parent and Sub the Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Saba Software Inc), Merger Agreement (Centra Software Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are shall be fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 2 contracts
Sources: Merger Agreement (Mindspeed Technologies, Inc), Merger Agreement (Peregrine Systems Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Acquisition Sub, and the officers and directors of the Company, Parent Company and Acquisition Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Myriad Genetics Inc), Merger Agreement (Investment Technology Group Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or reasonably desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full rightright to, title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name and on the behalf of their respective corporations Company or the Surviving Corporation or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Omeros Corp), Merger Agreement (NightHawk Radiology Holdings Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Companyof, Parent and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Company are fully authorized in the name of their respective corporations the Company or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Nukkleus Inc.), Agreement and Plan of Merger (Brilliant Acquisition Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action on the part of the Company or the Surviving Corporation is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Omtool LTD)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthen the officers, Sub, directors and the officers and directors employees of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Loudeye Corp)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentor to effect the assignment to the Surviving Corporation of any and all Company Intellectual Property created by a founder, Sub, and the officers and directors employee or consultant of the Company, Parent or to complete and Sub are fully authorized in the name of their respective corporations or otherwise to take, prosecute all domestic and will take, all such lawful and necessary action.foreign
Appears in 1 contract
Sources: Merger Agreement (Sonicblue Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary actionaction not inconsistent with this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Pegasystems Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, ParentPurchaser, Sub, and the officers and directors of the Company, Parent Purchaser and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Quantum Corp /De/)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Sub and Company, Parent, Sub, and the officers and directors of the Company, Parent Sub and Sub the Company shareholders are fully authorized in the name of their respective corporations or otherwise to take, and will take, at Parent's expense, all such lawful and necessary action.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Fiberstars Inc /Ca/)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthen the officers, Sub, directors and the officers and directors employees of the Company, Parent and Sub are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Xicor Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthen the officers, Sub, directors and the officers and directors managers of the Company, Parent and Sub are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Xicor Inc)
Taking of Necessary Action; Further Action. If If, at any time after the -------------------------- Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Gateway International Holdings Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation (and/or their respective successors in interest) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyAster, Parent, Sub, and the officers and directors of the Company, Parent and Sub are the Surviving Corporation shall be fully authorized (in the name of their respective corporations or otherwise Aster and otherwise) to take, and will take, take all such lawful and necessary action.
Appears in 1 contract
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Subthe Merger Subs, and the officers and directors of the Company, Parent and Sub the Merger Subs are fully authorized in the name of their respective corporations entities or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Linkedin Corp)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Merger Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and reasonably necessary action.
Appears in 1 contract
Sources: Merger Agreement (Lsi Corp)
Taking of Necessary Action; Further Action. If at any time after the Effective Time or the Second Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Subthe Merger Subs, and the officers and directors of the Company, Parent and Sub the Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Clearwater Analytics Holdings, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, privileges and powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (KIT Digital, Inc.)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthen the Stockholder Representative, Sub, and the officers and directors of the Company, Surviving Corporation and the Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary action.
Appears in 1 contract
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and the Merger Subs, Parent, Sub, and the officers and directors of the Company, Surviving Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Netsuite Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name and on behalf of their respective corporations or otherwise the Company to take, and will take, take all such lawful and necessary or desirable action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Telanetix,Inc)
Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.
Appears in 1 contract
Sources: Merger Agreement (Global Partner Acquisition Corp.)
Taking of Necessary Action; Further Action. If If, at any time ------------------------------------------ after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Petopia Sub, and the officers and directors of the Company, Parent Company and Petopia Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Petopia Com Inc)
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title title, interest in and possession to all assets, propertyproperties, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.the
Appears in 1 contract
Taking of Necessary Action; Further Action. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations entities or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Amicus Therapeutics Inc)
Taking of Necessary Action; Further Action. If If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation shall be and Sub are fully authorized and directed, in the name of their respective corporations or otherwise and on behalf of the Company to take, and will takeor cause to be taken, all such lawful and necessary actionaction as is not inconsistent with this Agreement.
Appears in 1 contract
Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Parent with control over, and to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Merger Sub are fully authorized shall, in the name of their respective corporations or otherwise to takeotherwise, and will take, take all such lawful and necessary action.action as may be requested by Parent. ARTICLE II
Appears in 1 contract
Sources: Merger Agreement (McData Corp)