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

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company Subsidiary, the officers and directors of the Surviving Corporation are hereby authorized in the name and on behalf of the Company or any Company Subsidiary to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further deeds, bills of sale, assignments or assurances or other action is necessary or desirable to carry out the purposes of this Agreement and to vest vest, perfect or confirm of record or otherwise in the Surviving Corporation with full right, title and interest in, possession to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Company, Parent and the Surviving Corporation are hereby fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company or any Company Subsidiary to take will take, all such lawful action and necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, acts so long as such action is not inconsistent with this Agreement.

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 interest in, possession to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company Subsidiaryand Merger Sub, the officers and directors of the Surviving Corporation are hereby shall be fully authorized in the name and on behalf of either or both of the Company or any Merger Sub or otherwise to take, and Parent and the Company Subsidiary shall cause such officers and directors to take take, all such lawful action and necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent with this the Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is instruments, deeds, assignments, assurances or other actions are necessary or desirable to carry out the purposes and intent of this Agreement and to vest the Surviving Corporation LLC with full right, title and interest in, possession to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of Company, Parent, Company Surviving Corporation and the Surviving Corporation LLC are hereby fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company or any Company Subsidiary to take will take, all such lawful action and necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent consistent with this Agreement.

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 Entity with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Company, the Company or any Company SubsidiaryBusiness and the Business Assets, the officers and directors of the Surviving Corporation Entity are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, possession to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub or any Company Subsidiaryto vest Parent with a 100% ownership interest in the Surviving Corporation, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company and the Surviving Corporation or any Company Subsidiary otherwise to take take, and will take, all such lawful and necessary and/or desirable action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent consistent with this Agreement and the security interest in all of the outstanding shares of the Surviving Corporation granted pursuant to this Agreement.

Taking of Necessary Action; Further Action. If, at any time xx.xx after the Effective TimeClosing, 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 title, and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers powers, and franchises of the Company or any Company SubsidiaryCompany, the officers officers, managers, and directors members of the Surviving Corporation Company are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing, 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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company and the Subsidiary, the officers and directors of the Surviving Corporation are hereby authorized fully authorized, in the name and on behalf of the Company and the Subsidiary or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby authorized in the name and on behalf of the Company or any Company Subsidiary to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not except to the extent inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 Entity with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation Entity are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 LLC with full right, title title, and interest in, to and under, and/or or possession of, all assets, property, rights, privileges, powers powers, and franchises of the Company or any Company SubsidiaryVision, the officers and directors of the Surviving Corporation LLC are hereby fully authorized in the name and on behalf of the Company Vision, Merger Sub or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.”

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 Final Surviving Corporation Entity with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryHoldco, the officers and directors of the Final Surviving Corporation Entity are hereby authorized fully authorized, in the name and on behalf of the Company Company, Holdco or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation and the managers of the Surviving Corporation are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company or any and the Record Company Subsidiary Shareholder and Company Shareholders, respectively, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further reasonable action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing, 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 interest in, to and under, and/or or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company Subsidiaryand Merger Sub, the officers and directors of the Surviving Corporation Company and Merger Sub are hereby fully authorized in the name and on behalf of the Company their respective corporations or any Company Subsidiary otherwise to take take, and will take, all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing, 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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company Subsidiaryand the Subsidiaries, the officers and directors of the Surviving Corporation are hereby authorized fully authorized, in the name and on behalf of the Company and the Subsidiaries or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out or further the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Merger Sub and the Company or any Company SubsidiaryCompany, the officers and directors of Merger Sub and the Surviving Corporation Company are hereby fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company or any Company Subsidiary to take will take, all such lawful action and necessary or desirable to accomplish such purpose or actsaction, so long as such action furthers the objectives of and is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Holdco after the Company or any Company SubsidiaryReorganization, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company Holdco or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company Subsidiaryand Sub, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company and Sub or any Company Subsidiary {A0041438.DOC} otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, acts so long as such action is not inconsistent with this Agreement.

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 Entity with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Company and the Company or any Company SubsidiaryBusiness Assets, the officers and directors of the Surviving Corporation Entity are hereby authorized fully authorized, in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 Entity with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the officers and directors of the Surviving Corporation Entity are hereby fully authorized in the name and on behalf of the Company or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryTarget, the officers and directors of the Surviving Corporation are hereby fully authorized in the name and on behalf of the Company Target or any Company Subsidiary otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and interest inpossession of all properties, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any Company SubsidiaryCompany, the Buyer and Merger Sub, the officers and directors of the Company and the Surviving Corporation shall be and are hereby fully authorized and directed, in the name of and on behalf of the Company their respective corporations, to take, or any Company Subsidiary cause to take be taken, all such lawful and necessary action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.