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 to and possession 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 vest the Surviving Corporation with in Acquiror full right, right and title to and possession 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the Company, ; and the officers and directors manager or managers of the Company will and the Surviving Entity are fully authorized in their respective names and in the name of Merger Sub to 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 ------------------------------------------ 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyTarget, the officers and directors of Target, Acquiror and Merger Sub are fully authorized in the Company 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 consistent 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Company 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 ensure Company following the Surviving Corporation with Effective Time continues to have full right, title to and possession of 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, 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 reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the 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, 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 to and possession of 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 Seller, the Company 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, 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 or intent of this Agreement and to vest the Surviving Corporation with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 ------------------------------------------ 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Company will and Merger Sub shall take all such lawful and necessary action, so long action as such action is consistent with this Agreementreasonably 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 vest the Surviving Corporation Entity with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, so long as such action is consistent 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 vest in the Surviving Corporation with full right, title to and possession of all properties, assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, so long action as such action is consistent with this Agreement.is

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 of 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, 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 Acquiror with full rightcontrol over, title to and possession of 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 action, so long action as such action is consistent with this Agreementmay 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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the current 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 vest the Surviving Corporation with full right, title to and possession of to all assets, propertyproperties, rights, privileges, powers and franchises of the CompanyTarget and Merger Sub, 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.the

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 to and possession of 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, 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 LLC with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of Parent, the Company and MV Holding 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the Company, then the officers and directors of the Company Surviving Entity, Parent and the Merger Subs are fully authorized to take, and will take take, all such lawful and necessary action, so long as such action is consistent with this Agreementactions.

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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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 with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyHoldings and Merger Sub, the officers and directors of Holdings, Target and Merger Sub immediately prior to the Company Effective Time 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 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of Company, Parent and Merger Sub are fully authorized in the Company name of their respective entities 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 vest the Surviving Corporation with full right, right and title to and possession of all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Subsidiary, the officers and directors of the Company and Merger Subsidiary 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, 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 to and possession of 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 the Company 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 vest the Final Surviving Corporation Entity (or the Interim Surviving Corporation, after the Merger) with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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 reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Surviving Company will take all such lawful and necessary action, so long as such action is consistent with this Agreement.. ARTICLE 2

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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the Company and Merger Sub shall fully authorize their respective officers and directors directors, in the name of the Company their respective corporations or otherwise, 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 vest the Surviving Corporation Entity (and/or its successor in interest) with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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, 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 to and possession of to all securities, assets, property, rights, privileges, powers and franchises of the CompanyCompany (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, 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 to and possession of to all assets, property, property rights, privileges, powers and franchises of the CompanyCompany 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, 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 Purchaser with control over, and to vest the Surviving Corporation Company with full right, title to and possession of 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 action, so long action as such action is consistent with this Agreementmay 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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company Continuing Corporation and EHL will take all such lawful and reasonably 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 Entity with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the current 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 ------------------------------------------ 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Company will and Merger Sub shall 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 with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Company Effective Time 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 TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Subs, the officers and directors of the Company and Merger Subs will use their commercially reasonable efforts to 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 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 to and possession of all assets, propertyproperties, rights, privileges, powers and franchises of the CompanyCompany 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 action, so long action as such action is consistent 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 Entity with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the directors and officers and directors of the Company will Surviving Entity shall take all such lawful and necessary action, so long as such action is 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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 consistent 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 to and possession of 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, so long as such action is consistent with this Agreement.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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of Holdings, the Companythen current officers and directors or managers, as applicable, of Parent and Merger Sub and the officers and directors of the Company will Holdings shall 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Company will and Merger Sub shall 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 (and/or its successor in interest) with full right, title to and possession of to all assets, propertypr operty, rights, privileges, powers and franchises of the 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, 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 Post-Closing Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 consistent 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the Company, the Company and Holdco and their respective 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany or any of its subsidiaries, then the officers and directors of the Company 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 action, so long as such action is consistent with this Agreementactions.

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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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 to and possession of 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 each of the Company 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, 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 with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Subsidiary, the officers and directors of the Company and Merger Subsidiary 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 with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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 vest the Surviving Corporation Company with full right, title to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyPriveco and Merger Sub, the officers and directors of the Surviving 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 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 to and possession of to all assets, property, rights, privileges, powers and franchises of Company and the CompanyMerger Subs, the current officers and directors of the Company and the Merger Subs 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany 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, 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, 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 to and possession of to all assets, property, rights, privileges, powers and franchises of the CompanyCompany or any of its Subsidiaries, then the officers and directors of the Company 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 action, so long as such action is consistent with this Agreementactions.