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

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.

Appears in 21 contracts

Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Convio, Inc.)

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Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 and Merger Sub, the officers and directors of Target and Merger Sub the Surviving Corporation are fully authorized in the name of their respective corporations both Target and Merger Sub 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 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc), Escrow Agreement (Catcher Holdings, Inc), And Restated Agreement and Plan of Merger (Catcher Holdings, Inc)

Taking of Necessary Action; Further Action. Each of AcquirorSub, Merger Sub ACQUIROR and Target will TARGET shall each take all such reasonable and lawful action as may be necessary or desirable appropriate in order to effectuate the Merger in accordance with this Agreement as promptly as possible, subject to all of the terms and conditions hereof. If, at any time after the Effective TimeDate, 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 and Merger Subeither of the Constituent Corporations, the officers and directors of Target and Merger Sub such corporation are fully authorized in the name of their respective corporations such corporation 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 3 contracts

Samples: Agreement and Plan of Merger (Ophidian Pharmaceuticals Inc), Agreement and Plan of Merger (Ophidian Pharmaceuticals Inc), Agreement and Plan of Merger (Hemoxymed Inc)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub Sub, Target and Target Shareholder will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Wachtel Harry M), Agreement and Plan of Reorganization (Autoinfo Inc)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub Acquiror and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 title, and possession to all assets, property, rights, privileges, powers powers, and franchises of Target and Merger SubTarget, the officers and directors of Target and Merger Sub Acquiror 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 (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub Sub, and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 Target and Merger Sub, the officers and directors of Target the Surviving Corporation and Merger Sub Acquiror are fully authorized (in the name of their respective corporations Target, 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 1 contract

Samples: Agreement and Plan of Merger (Entorian Technologies Inc)

Taking of Necessary Action; Further Action. Each of AcquirorBuyer, Merger Sub and Target Company will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 Company and Merger Sub, the officers and directors of Target Company 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 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany Inc)

Taking of Necessary Action; Further Action. Each of AcquirorAcquirer, Merger Sub Target Stockholders and Target Parent will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 and Merger SubAcquirer, the officers and directors of Target and Merger Sub Acquirer 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 (Pure Biofuels Corp)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.. EXECUTION VERSION

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub Sub, and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement the terms hereof as promptly as possible. 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 Target 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 with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Almost Family Inc)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 and Merger Sub, the officers and directors of Target and Merger Sub 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 Reorganization (Sigmatel Inc)

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Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement...

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Invvision Capital Inc)

Taking of Necessary Action; Further Action. Each of AcquirorBuyer, Merger Sub Target and Target Company will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 Target and Merger SubCompany, the officers and directors of Target and Merger Sub the manager of the Company are fully authorized in the name of their respective corporations entities 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 (Dynatronics Corp)

Taking of Necessary Action; Further Action. Each of AcquirorFullNet, Merger Sub and Target Harvest will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 Harvest and Merger Sub, the officers and directors of Target Harvest 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 1 contract

Samples: Agreement and Plan of Merger (Fullnet Communications Inc)

Taking of Necessary Action; Further Action. Each of Acquiror, Merger Sub and Target will use commercially reasonable efforts to take all such reasonable and lawful action actions as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INPHI Corp)

Taking of Necessary Action; Further Action. Each of AcquirorParent, Merger Sub Sub, Target and Target the Principal Shareholders will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possibleof the Effective Time. 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 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 with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Midway Games Inc)

Taking of Necessary Action; Further Action. Each of AcquirorBuyer, Merger Sub and Target Seller will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 Seller and Merger Sub, the officers and directors of Target Seller and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful 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 (Nanosensors Inc)

Taking of Necessary Action; Further Action. Each of Acquiror, ------------------------------------------ Merger Sub Sub, Target and Target Shareholders will take all such reasonable and lawful action as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. 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 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 with this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Salon Com)

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