Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 14 contracts
Sources: Merger Agreement (Orchid Cellmark Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (World Air Holdings, Inc.)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances assurances, and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation Company or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 7 contracts
Sources: Merger Agreement (Power 3 Medical Products Inc), Merger Agreement (Zone Mining LTD), Merger Agreement (IElement CORP)
Subsequent Actions. If If, at any time after the Effective Time Time, either of the Surviving Corporation Corporations shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the such Surviving Corporation as a result of, or in connection with, one of the Merger Mergers or otherwise to carry out this Agreement, then the officers and directors of the such Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserof such constituent corporations, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the such Surviving Corporation or otherwise to carry out this Agreement.
Appears in 7 contracts
Sources: Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (Novume Solutions, Inc.), Merger Agreement (Brekford Corp.)
Subsequent Actions. If at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 7 contracts
Sources: Merger Agreement (Patient Safety Technologies, Inc), Merger Agreement (Presstek Inc /De/), Merger Agreement (International Paper Co /New/)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 7 contracts
Sources: Merger Agreement (Grote Molen Inc), Merger Agreement (El Paso Energy Corp/De), Merger Agreement (Sonat Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 6 contracts
Sources: Merger Agreement (Opgen Inc), Merger Agreement (Liposcience Inc), Merger Agreement (Medtox Scientific Inc)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest interest, in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Esoft Inc), Merger Agreement (Panoramic Care Systems Inc), Merger Agreement (Digital Dj Holdings Inc)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Robinson Nugent Inc), Merger Agreement (Minnesota Mining & Manufacturing Co), Merger Agreement (Minnesota Mining & Manufacturing Co)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (American Stores Co /New/), Merger Agreement (Albertsons Inc /De/), Merger Agreement (American Stores Co /New/)
Subsequent Actions. If at any time after the Effective Time Date, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances assurance or any other actions or things are necessary or desirable to (i) vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of Acquisition Corp or the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or (ii) otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to (x) execute and deliver, in the name and on behalf of either the Company Acquisition Corp or Purchaserthe Company, as the case may be, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and (y) to take and do, in the name of and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Medical Industries of America Inc), Merger Agreement (Medical Industries of America Inc), Merger Agreement (Cyber Care Inc)
Subsequent Actions. If at any time after the Effective ------------------ Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserCompany, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Neumora Therapeutics, Inc.), Merger Agreement (Sana Biotechnology, Inc.), Merger Agreement (Revolution Medicines, Inc.)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, will consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, and shall take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Sunlink Health Systems Inc), Agreement and Plan of Merger (Triple S Plastics Inc), Agreement and Plan of Merger (Triple S Plastics Inc)
Subsequent Actions. At and after the Effective Time, the Merger shall have the effects set forth in the DGCL. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.), Merger Agreement (Adaptimmune Therapeutics PLC)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Rf Monolithics Inc /De/), Merger Agreement (Prospect Medical Holdings Inc), Merger Agreement (Inventiv Health Inc)
Subsequent Actions. At and after the Effective Time, the Merger shall have the effects set forth in the DGCL. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserSub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Xplore Technologies Corp), Merger Agreement (Baxalta Inc), Merger Agreement
Subsequent Actions. If If, at any time after the Subsequent Effective Time Time, the Surviving Corporation Company shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company Company, Merger Sub 1 or Purchaser Merger Sub 2 acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger Combination or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company Company, Merger Sub 1 or PurchaserMerger Sub 2, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving CorporationSurviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation’s right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Cannabis Sativa, Inc.), Merger Agreement (Ultra Sun Corp)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Gentiva Health Services Inc), Merger Agreement (Odyssey Healthcare Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, will consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Acquisition Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserAcquisition Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, and shall take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Scientific Games Corp), Merger Agreement (Mdi Entertainment Inc)
Subsequent Actions. If If, at any time after the ------------------ Effective Time Time, either of the Surviving Corporation Corporations shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the such Surviving Corporation as a result of, or in connection with, one of the Merger Mergers or otherwise to carry out this Agreement, then the officers and directors of the such Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserof such constituent corporations, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the such Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Excel Communications Inc), Merger Agreement (Telco Communications Group Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise confirm in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Trendwest Resorts Inc), Agreement and Plan of Merger and Reorganization (Cendant Corp)
Subsequent Actions. If If, at any time after the Effective Time Time, either of the Surviving Corporation Companies shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the such Surviving Corporation Company as a result of, or in connection with, one of the Merger Mergers or otherwise to carry out this Agreement, then the officers and directors of the such Surviving Corporation Company shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserof such constituent corporations, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the such Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (Novume Solutions, Inc.)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this AgreementAgreement and the Transactions, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm of record or otherwise any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Corporation, or otherwise to carry out this AgreementAgreement and the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Mgi Pharma Inc), Merger Agreement (Buca Inc /Mn)
Subsequent Actions. If Without limiting the terms of Section 2(d)(i), if, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (California Investment Fund LLC), Merger Agreement (California Investment Fund LLC)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advisedadvised by any other Person, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this AgreementAgreement and the Transactions, then the officers and directors of the Surviving Corporation shall be authorized to cause the Surviving Corporation’s officers execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm of record or otherwise any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Corporation, or otherwise to carry out this AgreementAgreement and the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Makemusic, Inc.), Merger Agreement
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company Company, Parent or Purchaser Newco acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company Company, Parent or PurchaserNewco, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Factory Card & Party Outlet Corp), Merger Agreement (Amscan Holdings Inc)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Altra Holdings, Inc.), Merger Agreement (Tb Woods Corp)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Acquisition Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Acquisition Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either each of the Company Acquisition Constituent Corporations or Purchaserotherwise, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Acquisition Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (VMM Merger Corp), Merger Agreement (Vdi Multimedia)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Continental Southern Resources Inc), Merger Agreement (Endeavour International Corp)
Subsequent Actions. If If, at any time after the Effective Time Date, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Second Step Effective Time the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by Initial Surviving Corporation vested in the Surviving Corporation Company as a result of, or in connection with, the Second Step Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserInitial Surviving Corporation, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Initial Surviving Corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Rentech Inc /Co/)
Subsequent Actions. If If, at any time after the Effective Time Date, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation’s right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwisecorporation, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Sciquest Inc)
Subsequent Actions. If at any time after the Effective ------------------ Time the Surviving Corporation shall determine, in its sole discretion, will consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, and shall take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Eimo Oyj)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of of, and assume the liabilities of, either of the Company or Purchaser Transitory Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserTransitory Subsidiary, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company Devonian or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company Devonian or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances assurances, and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Effective Time Time, the ------------------ Surviving Corporation shall determine, in its sole discretion, will consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Guest Supply Inc)
Subsequent Actions. If If, at any time after the Effective Time Date, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company Graphite or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company Graphite or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances assurances, and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation Company or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (BPK Resources Inc)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company DBA or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company DBA or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances assurances, and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Date, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, affidavits of corporate name change, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are may be necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation or UCI shall be authorized to execute and deliver, in the name and on behalf of either each of the Company Constituent Corporations or Purchaserotherwise, all such deeds, affidavits of corporate name change, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, ------------------ the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, either of the Surviving Corporation Companies shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the such Surviving Corporation Company as a result of, or in connection with, one of the Merger Mergers or otherwise to carry out this Agreement, then the officers and Table of Contents directors of the such Surviving Corporation Company shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserof such constituent corporations, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the such Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties powers, privileges, franchises or other assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors Manager of the Surviving Corporation shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyanceassignments, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties powers, privileges, franchises or other assets in the Surviving Corporation or otherwise to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determinedetermines, in its sole discretion, or shall be is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company Company, Parent or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company Company, Parent or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (MPS Group Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser the Buyer acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserthe Buyer, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, Company will consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors members of the Board of Directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (U S Vision Inc)
Subsequent Actions. If If, at any time after the Second Step Effective Time Time, the Surviving Corporation Entity shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are reasonably necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation Entity its right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either any of the Company or Purchaser constituent corporations acquired or to be acquired by the Surviving Corporation Entity as a result of, or in connection with, the Merger Mergers or otherwise to carry out this Agreement, then the directors and officers and directors of the Surviving Corporation Entity shall be directed and authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserany of such constituent corporations, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation Entity or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Ceco Environmental Corp)
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Commscope Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser the Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaserthe Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Effective Time Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations companies or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Central European Media Enterprises LTD)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the provisions of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserSub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the provisions of this Agreement.
Appears in 1 contract
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time ------------------------------- Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Purchaser its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Purchaserconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company, Merger Subsidiary or the DSS Cleared Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Mergers or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company Company, Merger Subsidiary or Purchaserthe DSS Cleared Company, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Miltope Group Inc)
Subsequent Actions. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser PH Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or PurchaserPH Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm of record or otherwise any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Corporation, or otherwise to carry out this Agreement.
Appears in 1 contract
Subsequent Actions. If If, at any time after the Effective Time Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of Parent, Buyer, the Company and the Surviving Corporation shall be fully authorized to execute and deliver, in the name and on behalf of either the Company Company, the Surviving Corporation or PurchaserMerger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Attunity LTD)
Subsequent Actions. If at any time after the Effective ------------------ Time the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Sprint Corp)