Common use of Additional Actions Clause in Contracts

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Great Elm Group, Inc.)

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Additional Actions. If, at any time after the Effective Time, the Surviving Corporation Corp. shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation Corp. its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company Seller acquired or to be acquired by the Surviving Corporation Corp. as a result of, or in connection with, the Merger or otherwise to carry out this AgreementMerger, the officers and directors of the Surviving Corporation Corp. shall and will be authorized to execute and deliver, in the name and on behalf of each of either the Seller or the Merger Sub and the CompanySubsidiary or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of either the Seller or the Merger Sub and the Company Subsidiary or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation Corp. or to otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Affiliation Agreement and Plan of Reorganization (Ust Corp /Ma/), Affiliation Agreement and Plan of Reorganization (Ust Corp /Ma/)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or of the Company Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bonray Drilling Corp), Agreement and Plan of Merger (DLB Oil & Gas Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or of the Company Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Acquisition Merger or to otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise to carry out the purposes and intent of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Vermont Financial Services Corp), Agreement and Plan of Reorganization (Desa International Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances assurances, or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company or Acquiror acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub the Company and the CompanyAcquiror, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company and Acquiror or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autocorp Equities Inc), Agreement and Plan of Merger (Autocorp Equities Inc)

Additional Actions. If, at any time after the Effective TimeDate, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genworth Holdings, Inc.)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are reasonably necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the respective assets, properties, rights, properties privileges (subject to Section 12.14), powers or assets of either Merger Sub franchises, and all and every other interest of, Acquisition Subsidiary or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the provisions of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and Acquisition Subsidiary or the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and Acquisition Subsidiary or the Company or otherwiseCompany, all such other actions and things as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such assets, properties, rights, properties privileges, powers, franchises or assets other interests in the Surviving Corporation or otherwise to carry out the provisions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akorn Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company Corporation acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or to otherwise to carry out the purpose and intent of this Agreement, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyCorporation or the Acquirer or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Corporation or the Acquirer or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise to carry out the purpose and intent of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bridgeline Software, Inc.)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company Acquisition Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or to otherwise to carry out this AgreementPlan of Merger, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise to carry out this AgreementPlan of Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ust Corp /Ma/)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or of the Company Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement. ARTICLE III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hefner Raymond H Jr)

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Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determine, in its reasonable discretion that the Merger is not sufficient to vest in the Surviving Corporation the rights, properties or be advised assets of the Company or that any deeds, bills of sale, assignments, assurances instrumentsof conveyance or any other actions or things assignments are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company in each case as acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this AgreementMerger, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of either the Company or Merger Sub and the CompanySub, all such deeds, bills of sale, instruments of conveyance or assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company such corporations or otherwise, all such other actions and things as may be reasonably necessary or desirable to as a Merger would typically vest, perfect or confirm any and all such right, title and or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assignments or assurances or any other actions acts or things are necessary necessary, desirable or desirable proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or and interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of either Merger Sub or of the Company acquired or to be acquired by the Surviving Corporation as a result ofConstituent Corporations, or in connection with, the Merger or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors of the Surviving Corporation or their designees shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the Companyeither Constituent Corporation, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwiseeither Constituent Corporation, all such other actions acts and things as may be necessary necessary, desirable or desirable proper to vest, perfect or confirm any and all the Surviving Corporation’s right, title and interest in, to and under such any of the rights, privileges, powers, franchises, properties or assets in the Surviving of such Constituent Corporation or and otherwise to carry out the purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corsair Components, Inc.)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determine, in its reasonable discretion that the Merger is not sufficient to vest in the Surviving Corporation the rights, properties or be advised assets of the Company or that any deeds, bills of sale, assignments, assurances instruments of conveyance or any other actions or things assignments are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company in each case as acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this AgreementMerger, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of either the Company or Merger Sub and the CompanySub, all such deeds, bills of sale, instruments of conveyance or assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company such corporations or otherwise, all such other actions and things as may be reasonably necessary or desirable to as a Merger would typically vest, perfect or confirm any and all such right, title and or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementCorporation.

Appears in 1 contract

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

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be hereby are authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xerox Corp)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or of the Company Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Acquisition Merger or to otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwiseConstituent Corporations, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise to carry out the purposes and intent of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Natural Foods Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or of the Company Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Acquisition Merger or to otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall and will be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the CompanyConstituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise to carry out the purposes and intent of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Boston Bancorp)

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