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

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. 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 either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 8 contracts

Sources: Merger Agreement (Sauer Danfoss Inc), Merger Agreement (Kensey Nash Corp), Merger Agreement (Martek Biosciences Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its respective best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 1.3. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporationsconstituent corporations, the officers of Parent and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation constituent corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 4 contracts

Sources: Merger Agreement (BCTG Acquisition Corp.), Merger Agreement (Mountain Crest Acquisition Corp II), Merger Agreement (Rodgers Silicon Valley Acquisition Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. 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 either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Merger Agreement (Ceradyne Inc), Merger Agreement (Pfizer Inc), Merger Agreement (Encysive Pharmaceuticals Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate effect the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of both Merger Sub and the Constituent CorporationsCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name of each Constituent the Surviving Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Occupational Health & Rehabilitation Inc), Merger Agreement (Concentra Operating Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub MergerCo and the Company shall use its reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicablepracticable following the requisite approval by the stockholders of the Company. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of either of both the Constituent CorporationsCompany and MergerCo, the officers and directors of the Surviving Corporation such corporations are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (H Power Corp), Merger Agreement (Plug Power Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL NRS as promptly as commercially practicable. 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 either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation Corporations or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Arena Resources Inc), Merger Agreement (Sandridge Energy Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Acquisition Sub and the Company shall use reasonable its best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either both of the Constituent CorporationsCompany and Acquisition Sub, the officers and directors of the Surviving Corporation such corporations are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.. ARTICLE III

Appears in 2 contracts

Sources: Merger Agreement (Logica PLC / Eng), Merger Agreement (Carnegie Group Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of both Merger Sub and the Constituent CorporationsCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name of each Constituent the Surviving Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Clayton Williams Energy Inc /De), Merger Agreement (Southwest Royalties Inc Income Fund Vi)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, Stockholder and the Company VPI shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL and the CGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Nhancement Technologies Inc), Merger Agreement (Nhancement Technologies Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company BFI shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Nhancement Technologies Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. 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 either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Lasercard Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its respective best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 2.1. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporationsconstituent corporations, the officers of Parent and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation constituent corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Mana Capital Acquisition Corp.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use all commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Exelixis Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of Merger Sub and the Constituent CorporationsCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name of each Constituent the Surviving Corporation or otherwise otherwise, to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Patina Oil & Gas Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL DGCL, as promptly as commercially practicable. 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 either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Gvi Security Solutions Inc)