Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target 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 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target 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 shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Factual Data Corp), Agreement and Plan of Reorganization (Ontrack Data International Inc)
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target are fully authorized in the name of their respective corporations or otherwise to take, and Merger Sub will take, take all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession in and to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the former officers and directors of Target and Merger Sub 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 3 contracts
Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)
Taking of Necessary Action; Further Action. If, If at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, Target agrees that the officers and directors of Target are fully authorized in the name of their respective corporations Target 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
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Acquiror and the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target Target, Acquiror and Merger Sub 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
Samples: Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Kana Communications Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Target, the officers and directors of Target the Surviving Corporation and the Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Infousa Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target the Surviving Corporation and Acquiror are fully authorized (in the name of their respective corporations Target, Target Shareholders, Merger Sub or otherwise otherwise) to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staktek Holdings Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)
Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target 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
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget Corporation and Acquiring Corporation, the officers and directors of Target Corporation and Acquiring 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.. ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Americom Usa Inc)
Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, Target agrees that the officers and directors of Target are fully authorized in the name of their respective corporations Target 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 1 contract
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Taking of Necessary Action; Further Action. If, at any time ------------------------------------------ after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Target, the officers and directors of the Target 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 1 contract
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)
Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Sub, the officers and directors of Target and Sub 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 1 contract
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and the transactions contemplated hereby, and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target the Surviving Corporation are fully authorized in the name of their respective corporations Target or Merger Sub or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Drilling, Inc.)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target and Purchaser 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 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)
Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and reasonably necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target and Merger Sub are fully authorized in the name of their third 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 1 contract
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target and Merger Sub 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 consistent with this Agreement.. ARTICLE II
Appears in 1 contract
Samples: 100 Agreement and Plan of Merger (Electronic Fab Technology Corp)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Acquiror and Target 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 1 contract
Samples: Agreement and Plan of Reorganization (Network Appliance Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget Corporation and Acquiring Corporation, the officers and directors of Target Corporation and Acquiring 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 1 contract
Samples: Agreement and Plan of Reorganization (Americom Usa Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of TargetTarget and Merger Sub, the officers and directors of Target 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.the
Appears in 1 contract
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TargetTarget and the Surviving Corporation, the officers and directors of Target and the Surviving 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 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc)
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Multex Com Inc)
Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Target, the officers and directors of Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cacheflow Inc)
