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 will take, and cause their affiliates to take, all such reasonable and lawful actions as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 5 contracts

Sources: Merger Agreement (Bard C R Inc /Nj/), Merger Agreement (General Semiconductor Inc), Merger Agreement (Scott Technologies Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 5 contracts

Sources: Merger Agreement (Caminosoft Corp), Merger Agreement (Shea Development Corp.), Merger Agreement (Shea Development Corp.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate desirable in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 4 contracts

Sources: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Virage Logic Corp), Merger Agreement (Nexprise Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company in good faith will take, and cause their affiliates to take, take all such commercially reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 4 contracts

Sources: Merger Agreement (Superior Telecom Inc), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement (Superior Telecom Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Acquisition Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, If at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, the officers and directors of the Company and Merger Acquisition Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Merger Agreement (Chaparral Resources Inc), Merger Agreement (Meristar Hotels & Resorts Inc), Merger Agreement (Bridgestreet Accommodations Inc)

Taking of Necessary Action; Further Action. Each of ParentSub, Merger Sub Parent and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all the assets, propertyproperties, rights, privileges, powers powers, immunities and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Merger Agreement (National Computer Systems Inc), Merger Agreement (Pearson PLC), Merger Agreement (Pn Acquisition Subsidiary Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Merger Agreement (Shea Development Corp.), Merger Agreement (Shea Development Corp.), Merger Agreement (Shea Development Corp.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Sources: Offer to Purchase (JRC Acquisition Corp), Merger Agreement (Paxar Corp), Merger Agreement (International Imaging Materials Inc /De/)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Acquisition and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubAcquisition, the officers and directors of the Company and Merger Sub Acquisition immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Laidlaw Inc), Merger Agreement (American Medical Response Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Network Appliance Inc), Merger Agreement (Varian Medical Systems Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub MergerCo and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubMergerCo, the officers and directors of the Company and Merger Sub MergerCo immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Xtra Corp /De/), Merger Agreement (Wheels Mergerco LLC)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company parties hereto will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSubsidiary, the officers and directors of the Company and Merger Sub Subsidiary immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary reasonable action.

Appears in 2 contracts

Sources: Merger Agreement (Shaw Industries Inc), Merger Agreement (Saul Julian)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Stockholder will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Guitar Center Inc), Merger Agreement (Hanover Compressor Coc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Purchaser and the Company will take, and cause their affiliates to take, in good faith shall take all such commercially reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubPurchaser, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Purchaser are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 2 contracts

Sources: Merger Agreement (Schein Pharmaceutical Inc), Merger Agreement (Alcatel)

Taking of Necessary Action; Further Action. Each of ParentBuyer, Merger Sub Acquisition Corporation and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order desirable to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubAcquisition Corporation, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Acquisition Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order desirable to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Stratasys Inc), Merger Agreement (Intermec, Inc.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Parent and the Company in good faith will take, and cause their affiliates to take, take all such commercially reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement Transaction in accordance with this Agreement as promptly as possible. If, at any time after the Effective TimeTime of Merger II, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors managers of the Company and Merger Sub immediately prior to the Effective Time Surviving Entity are fully authorized in the name of their respective corporations the company or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Vaxgen Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Acquisition Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, If at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, the officers and directors of the Company and Merger Acquisition Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Pennichuck Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, If at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Onesource Information Services Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and Stockholder will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Sb Merger Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Aims Worldwide Inc)

Taking of Necessary Action; Further Action. Each of Parent▇▇▇▇▇▇, Merger Sub ▇▇▇▇, Seller(s) and the Company will takeCompany, and cause their affiliates to takerespectively, shall take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement merger as promptly as possible. If, If at any time after the Effective Time, Date any such further action is necessary or desirable to carry out the purposes of this Agreement Agreement, and to vest the Surviving Corporation with full right, title and possession to of all assets, property, rights, privileges, powers powers, and franchises of either of the Company and Merger SubConstituent Corporations, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time such corporation are fully authorized in the name of their respective corporations corporation or otherwise to take, and will shall take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (American Re Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company parties hereto will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Hayes Lemmerz International Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary reasonable action.

Appears in 1 contract

Sources: Merger Agreement (HMSR Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and ------------------------------------------ the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Microcide Pharmaceuticals Inc)

Taking of Necessary Action; Further Action. Each of ParentPrivate, Merger Sub Subs and the Company Members will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective TimeTimes, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the a Surviving Corporation with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and applicable Member or Merger Sub, the officers and directors of the Company such Member and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Private Media Group Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Shareholder will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of the Merger Sub, Parent and Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Tegal Corp /De/)

Taking of Necessary Action; Further Action. Each of Parentthe Company, Merger Sub Parent and the Company Buyer will take, and cause their affiliates to take, take all such reasonable and lawful actions action, as promptly as possible, as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possibleAgreement. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to of all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Company and Merger Sub Buyer immediately prior to the Effective Time are hereby fully authorized in the name of their respective corporations or otherwise to take, and will are directed to take, all such lawful and necessary actionaction as promptly as possible.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Stephan Co)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Essential Therapeutics Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.. ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

Appears in 1 contract

Sources: Merger Agreement (Dynagen Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Stockholder will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of the Sub, Parent and Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Next Level Communications Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, the rights, privileges, immunities, powers and franchises purposes, and all the property, real and personal, including subscriptions to shares, causes of action and every other asset of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Standard Funding Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, the Company and the Company Signing Stockholders will take, and cause their affiliates to take, take all such reasonable and lawful actions action as may be necessary or appropriate in order to effectuate effect the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as possiblepracticable. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Parent with full right, title and possession to all assets, the property, rights, privileges, powers power and franchises of the Company and Merger SubCompany, the officers and directors of Merger Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Sources: Merger Agreement (Accuride Corp)