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 ensure Company following the Effective Time continues to have full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company, the officers and directors of Company 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 or intent of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the current officers and directors of the Company will 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub I, the officers and directors of the Company and Merger Subs will take all such lawful and necessary or desirable 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company 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 ensure Company following vest Acquiror and the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyTarget, the officers and directors of Company Target, Acquiror 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, 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of Company 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany and Merger Sub, the current officers and directors of Company will and Merger Sub will, to the extent reasonable, 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 ensure Company vest the Surviving Entity following the Effective Time continues to have Mergers with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Merger Sub and Merger Sub II, the officers and directors or members, as applicable, (or their designees) of Company the Company, Merger Sub and Merger Sub II are fully authorized in the name of their respective corporations or otherwise to take, and will 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 Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe SPAC and Merger Sub, the officers and directors of the Company are fully authorized to take, and will 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 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 ensure vest in the Surviving Company following the Effective Time continues to have full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of CompanyTarget and Merger Sub, the officers and directors managing members of the Surviving Company will take shall be and are fully authorized and directed, 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 lawful and necessary action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, ; and the officers manager or managers of the Company and directors the Surviving Entity are fully authorized in their respective names and in the name of Company will Merger Sub 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 ensure Company following the Effective Time continues vest in Acquiror full right and title to have full right, title and possession to of all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of Acquiror are hereby fully authorized in the name of Acquiror, the Company will and otherwise to take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure vest Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure Company following the Effective Time continues to have vest Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyPriveco and Merger Sub, the officers and directors of the Surviving Company 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany and Merger Sub, the current officers and directors of Company and Merger Sub 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 or to ensure Company following vest the Effective Time continues to have Final Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company or any of its subsidiaries, then the officers and directors of Company the Final Surviving Entity, Parent, Merger Sub I and Merger Sub II are fully authorized to take, and will take take, all such lawful and necessary actionactions.

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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany and the Merger Subs, the current officers and directors of the Company and the Merger 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 or to ensure vest the Final Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company or any of its Subsidiaries, then the officers and directors of Company the Final Surviving Company, Parent, First Merger Sub and Second Merger Sub are fully authorized to take, and will 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 ensure vest the Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, or to vest Sub with full right, title and possession to all of the shares of the Company, Company, Parent, Sub, and the officers and directors of Company each of the Company, 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.

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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company or the Merger Subsidiaries, the officers and board of directors of the Surviving Entity will be fully authorized in the name of the Company will or the Merger Subsidiaries, as the case may be, to take and 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Surviving Company 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 ensure vest Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyHoldings, the then current officers and directors or managers, as applicable, of Parent and Merger Sub and the officers and directors of Company will Holdings shall 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 ensure vest the Surviving Company following the Effective Time continues to have 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 all assets of the Company, including but not limited to Company Intellectual Property, the officers and directors of the Surviving Company are fully authorized to take, and will 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers, directors and managers of the Company, Buyer, and their Affiliates are fully authorized in the officers name of their respective companies or otherwise to take, and directors of Company will 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 ensure Company following vest the Effective Time continues to have Continuing Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of Company the Continuing Corporation and 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany and Merger Sub, the current officers and directors of Company and Merger Sub 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 ensure vest the Surviving Company following the Effective Time continues to have (and/or its successor in interest) with full right, title and possession to all assets, propertypr operty, rights, privileges, powers and franchises of CompanyCASH and Merger Sub, the officers and directors of Parent and the Surviving Company will 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, 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 ensure Company following vest the Effective Time continues to have Final Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and the Subs, and the officers and directors of the Company and the Subs are fully authorized in the name of their respective corporations or otherwise to take, and will 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 ensure vest the Purchaser with control over, and to vest the Surviving Company following the Effective Time continues to have with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company and the Shareholder Representative will and are hereby authorized to, in the name of their 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, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company 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 ensure Company following the Effective Time continues to have full rightvest Acquiror with control over, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company will and the Acquiror shall, in the name of their 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 Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Entity (and/or its successor in interest) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of Parent and the Surviving Entity shall be fully authorized (in the name of Merger Sub, the Company will 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyHoldings and Merger Sub, the officers and directors of Company Holdings, Target and Merger Sub immediately prior to the Effective Time 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 ensure vest the Post-Closing Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective companies or otherwise to take, and will 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 ensure Company following vest the Effective Time continues to have Surviving Subsidiary with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the Company and Holdco and their respective officers and directors of Company 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 ensure Company following the Effective Time continues to have vest Sub with full right, title and possession to all securities, assets, property, rights, privileges, powers and franchises of Companythe Company (including its interests in and to Subsidiaries), the officers and directors of Parent, Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, property rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors managers of the Surviving Company, in the name and on behalf of the Company and Merger Sub, 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company will and Merger Sub 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 of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of Parent, the 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.

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 ensure Company following vest in the Effective Time continues to have Surviving Corporation full right, title and possession to of all properties, assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company will take and Merger Sub shall be and are fully authorized and directed, in the name of and on behalf of their respective corporations, to 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 Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of Company Company, Parent and Merger Sub are fully authorized in the name of their respective entities to take, and will take 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 necessary or desirable to carry out the purposes of this Agreement and to ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger Subsidiaries, Seller, the Company, and the Merger Subsidiaries and the officers and directors of Company Seller, the Company, and the Merger Subsidiaries are fully authorized in the name of their respective corporations or other entities to take, and will 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the parties hereto and the officers and directors of the Company and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers members and directors managers of the Company and Merger Sub are fully authorized in the name of their respective companies or otherwise to take, and will 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 ensure vest Company following as the Effective Time continues to have surviving corporation of the Company Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company, the officers and directors of Company will take all such lawful and necessary action.and

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 ensure Company following vest the Effective Time continues to have Final Surviving 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 Companythe Company and Merger Sub, the 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 or otherwise to take, and will 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, then Buyer, Merger Sub, and the officers officers, directors and directors managers of Company the Company, Buyer and Merger Sub shall be fully authorized in the name of their respective corporations, limited liability companies or otherwise to take, and will 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 ensure Company following vest in the Effective Time continues to have Surviving Entity or its successor full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the 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 will take and Merger Sub, to 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, 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 ensure vest the Surviving Company following the Effective Time continues to have with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company or the Merger Subs, the officers and board of directors of the Surviving Company will be fully authorized in the name of the Company or the Merger Subs, as the case may be, to take and 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 purpose of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized in the name of and on behalf of the Company and Merger Sub to take, and will 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, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues Surviving Corporation with full right and title to have full right, title and possession to of all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Subsidiary, the officers and directors of the Company and Merger 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the directors and officers and directors of Company will the Surviving 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 after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving LLC with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of Parent, the Company and 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, then the officers and directors of Company the Surviving Entity, Parent and the Merger Subs are fully authorized to take, and will 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company will and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Subsidiary, the officers and directors of the Company and Merger 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 or intent of this Agreement and to ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company and Merger Sub 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the officers and directors of the Company will and Merger Sub 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 shall be necessary or desirable to carry out the purposes of this Agreement and or to ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Companythe Company and Merger Sub, the Company and Merger Sub shall fully authorize their respective officers and directors directors, in the name of Company their respective corporations or otherwise, to take, and will take 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 ensure Company following vest the Effective Time continues to have Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of CompanyCompany or Merger Sub, the officers and board of directors of the Surviving Entity will be fully authorized in the name of the Company will or Merger Sub, as the case may be, to take and 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 ensure Company following vest the Effective Time continues to have Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of CompanyTarget and Merger Sub, the officers and directors of Company will take all such lawful and necessary action.the