Common use of Taking of Necessary Action; Further Action Clause in Contracts

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 to and possession to of all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action, so long as such action is consistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Merger 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 SPAC and Merger Sub, the current officers and directors of the Company are fully authorized to take, and Merger Sub willwill take, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 ensure Company following the Surviving Corporation with Effective Time continues to have full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 Acquiror and the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubTarget, the current officers and directors of the Company Target, Acquiror and Merger Sub willare fully authorized in the name of their respective corporations or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporationreasonable, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity following the Mergers with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Company, Merger Sub and Merger SubSub II, the current officers and directors or members, as applicable, (or their designees) of the Company Company, Merger Sub and Merger Sub willII are fully authorized in the name of their respective corporations or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. 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 Company full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company Target and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense managing members of the Surviving CorporationCompany shall be and are fully authorized and directed, take in the name of and on behalf of Target and Merger Sub, to take, or cause to be taken, all such lawful and necessary actionaction as is not inconsistent with this Agreement.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and reasonably necessary action.

Taking of Necessary Action; Further Action. 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 Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Company; and Merger Sub, the current officers and directors manager or managers of the Company and the Surviving Entity are fully authorized in their respective names and in the name of Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 and Merger SubCompany, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 in Acquiror full right, right and title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of Acquiror are hereby fully authorized in the name of Acquiror, the Company and Merger Sub will, otherwise to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 or intent 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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Corporation will take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action, so long as such action is consistent with this Agreement.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers members and directors managers of the Company and Merger Sub willare fully authorized in the name of their respective companies or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 Company as the Surviving Corporation surviving corporation of the Company Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.and

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 Final Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subor any of its Subsidiaries, then the current officers and directors of the Company and Final Surviving Company, Parent, First Merger Sub willand Second Merger Sub are fully authorized to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary actionactions.

Taking of Necessary Action; Further Action. If, at any time after following the Effective Time, any further action is necessary or desirable to carry out the purposes and intent 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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, shall take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubHoldings, the then current officers and directors or managers, as applicable, of the Company Parent and Merger Sub will, to and the extent reasonable officers and at the sole expense directors of the Surviving Corporation, Holdings shall take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, Time any further action is reasonably 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 and or the Merger SubSubs, the current officers and board of directors of the Surviving Company and will be fully authorized in the name of the Company or the Merger Sub willSubs, as the case may be, to the extent reasonable take and at the sole expense of the Surviving Corporation, shall take any and all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Surviving Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.. ARTICLE 2

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, right and title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSubsidiary, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Subsidiary will take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 (or the Interim Surviving Corporation, after the Merger) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Interim Surviving Corporation and the Final Surviving Entity are fully authorized in the name of the Company and Merger Sub willor otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

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 purpose 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 and Merger Sub, the current officers and directors of the Surviving Corporation are fully authorized in the name of and on behalf of the Company and Merger Sub willto take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action, so long as such action is consistent with this Agreement.

Taking of Necessary Action; Further Action. If, 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSubsidiaries, Seller, the current Company, and the Merger Subsidiaries and the officers and directors of Seller, the Company Company, and the Merger Sub willSubsidiaries are fully authorized in the name of their respective corporations or other entities to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

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 (and/or its successor in interest) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of Parent and the Surviving Entity shall be fully authorized (in the name of Merger Sub, the Company and Merger Sub will, otherwise) to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 and Merger Sub, the current directors and officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Entity shall take all such lawful and necessary action, consistent with this Agreement, on behalf of the Company and Merger Sub.

Taking of Necessary Action; Further Action. 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 Entity or its successor full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Surviving Entity (or of its successor) shall be and are fully authorized and directed, in the name of and on behalf of each of the Company and Merger Sub willSub, to the extent reasonable and at the sole expense of the Surviving Corporationtake, take or to cause to be taken, all such lawful and necessary actionaction as is not inconsistent with this Agreement.

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 and Merger SubSubsidiary, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Subsidiary will take all such lawful and necessary action.

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 and Merger SubCompany, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful Lawful and necessary action.

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 Acquiror with full rightcontrol over, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of the Company and Merger Sub willthe Acquiror shall, to in the extent reasonable and at the sole expense name of the Surviving Corporationtheir respective corporations or otherwise, take all such lawful and necessary actionaction as may be requested by the Acquiror.

Taking of Necessary Action; Further Action. If, at any time after the Effective Timedate hereof, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest ensure that the Surviving Corporation with Company retains full right, title and possession to all of its assets, property, rights, privileges, powers and franchises of the Company and Merger Subpowers, the current Purchaser, the Selling Shareholders and the officers and directors of the Company are fully authorized in the name of their respective corporations or otherwise to take, and Merger Sub willwill take, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 Post-Closing Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub willare fully authorized in the name of their respective companies or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 Subsidiary with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the Company and Merger Sub, the current Holdco and their respective officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the Effective Timedate hereof, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest ensure that the Surviving Corporation with Company retains full right, title and possession to all of its assets, property, rights, privileges, powers and franchises of the Company and Merger Subfranchises, the current Purchaser, the Shareholder and the officers and directors of the Company are fully authorized in the name of their respective corporations or otherwise to take, and Merger Sub willwill take, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is shall be 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 and Merger Sub, the current officers and directors of the Company and Merger Sub willshall fully authorize their respective officers and directors, in the name of their respective corporations or otherwise, to the extent reasonable take, and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

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 Purchaser with control over, and to vest the Surviving Corporation Company with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of the Company and Merger Sub willthe Shareholder Representative will and are hereby authorized to, to in the extent reasonable and at the sole expense name of the Surviving Corporationtheir respective corporations or otherwise, take all such lawful and necessary actionaction as may be requested by the Purchaser.

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 Final Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subor any of its subsidiaries, then the current officers and directors of the Company Final Surviving Entity, Parent, Merger Sub I and Merger Sub willII are fully authorized to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary actionactions.

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 and Merger Sub, the current officers and directors of Parent, the Company and Merger Sub willare fully authorized in the name of their respective corporations or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. 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 properties, assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company and Merger Sub willshall be and are fully authorized and directed, in the name of and on behalf of their respective corporations, to the extent reasonable and at the sole expense of the Surviving Corporationtake, take or cause to be taken, all such lawful and necessary action.action as is

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest ensure that the Surviving Corporation with Company retains full right, title and possession to all its assets, property, rights, privileges, powers and franchises of franchises, the Company Shareholders and Merger Sub, the current officers and directors of the Company and Merger Sub will, to in the extent reasonable and at the sole expense names of the Surviving Corporation, their respective corporations will take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current parties hereto and the officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, If at any time after the Second 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 and or the Merger SubSubsidiaries, the current officers and board of directors of the Surviving Entity will be fully authorized in the name of the Company and or the Merger Sub willSubsidiaries, as the case may be, to the extent reasonable take and at the sole expense of the Surviving Corporation, shall take any and all such lawful and necessary action.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Priveco and Merger Sub, the current officers and directors of the Surviving Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 Holdings and Merger Sub, the current officers and directors of the Company Holdings, Target and Merger Sub will, immediately prior to the extent reasonable and at the sole expense of the Surviving Corporation, Effective Time will take all such lawful and necessary action.

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 Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Company, then Buyer, Merger Sub, and the current officers officers, directors and directors managers of the Company Company, Buyer and Merger Sub willshall be fully authorized in the name of their respective corporations, limited liability companies or otherwise to the extent reasonable take, and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

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, propertyproperties, rights, privileges, powers and franchises of the Company Target and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.the

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeTime of Merger I, 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 and the Merger SubSubs, the current officers and directors of the Company and the Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Subs will take all such lawful and necessary action.

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 Company (and/or its successor in interest) with full right, title and possession to all assets, propertypr operty, rights, privileges, powers and franchises of the Company CASH and Merger Sub, the current officers and directors of the Company Parent and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving CorporationCompany shall be fully authorized (in the name of Merger Sub, CASH and otherwise) to take all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, property rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors managers of the Surviving Company, in the name and on behalf of the Company and Merger Sub willSub, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, Time any further action is reasonably 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 and or Merger Sub, the current officers and board of directors of the Surviving Entity will be fully authorized in the name of the Company and or Merger Sub willSub, as the case may be, to the extent reasonable take and at the sole expense of the Surviving Corporation, shall take any and all such lawful and necessary action.

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 Final Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subthe Subs, and the current officers and directors of the Company and Merger Sub willthe Subs are fully authorized in the name of their respective corporations or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. 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 Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the current officers and directors of the Company Company, Parent and Merger Sub willare fully authorized in the name of their respective entities to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further lawful action is reasonably necessary or desirable to carry out effect the purposes of transactions required by this Agreement and to vest the Surviving Continuing Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the current officers and directors of the Company Continuing Corporation and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, EHL will take all such lawful and reasonably necessary action.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

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 and Merger Sub, the current officers and directors of Parent, the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, MV Holding will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, If at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, then the current officers and directors of the Company Surviving Entity, Parent and the Merger Sub willSubs are fully authorized to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary actionactions.

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 Company, or to vest Sub with full right, title and Merger possession to all of the shares of the Company, Company, Parent, Sub, and the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense each of the Surviving CorporationCompany, take 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.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such further action on the part of Sub, the Company or the Surviving Company is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, or to effect the assignment to the Surviving Company of any and Merger Suball assets of the Company, including but not limited to Company Intellectual Property, the current officers and directors of the Surviving Company are fully authorized to take, and Merger Sub willwill take, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after following the Effective Time, any further action is necessary or desirable to carry out the purposes and intent 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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, shall take all such lawful and necessary actionaction as is reasonably required.

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 or intent 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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeTime of Merger II, 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 and Merger SubSub I, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, Subs will take all such lawful and necessary action.

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 and Merger Sub, the current officers officers, directors and directors managers of the Company Company, Buyer, and Merger Sub willtheir Affiliates are fully authorized in the name of their respective companies or otherwise to take, to the extent reasonable and at the sole expense of the Surviving Corporationwill take, take all such lawful and necessary action.

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 Sub with full right, title and possession to all securities, assets, property, rights, privileges, powers and franchises of the Company (including its interests in and Merger Subto Subsidiaries), the current officers and directors of Parent, Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and Merger Sub willwill take, to the extent reasonable and at the sole expense of the Surviving Corporation, take all such lawful and necessary action.

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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, immediately prior to the extent reasonable and at the sole expense of the Surviving Corporation, Effective Time will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after following ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes and intent 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 and Merger Sub, the current officers and directors of the Company and Merger Sub will, to the extent reasonable and at the sole expense of the Surviving Corporation, shall take all such lawful and necessary action.