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 further deeds, assignments or assurances in Law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 23 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Supreme Industries Inc)

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Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (ai) 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 the Company or (bii) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Resonant Inc), Agreement and Plan of Merger (Boingo Wireless, Inc.), Agreement and Plan of Merger (MaxPoint Interactive, Inc.)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Uap Holding Corp), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this AgreementMerger Sub, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this AgreementCorporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Concerto Software Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this AgreementAcquisition Corp., the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this AgreementCorporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 6 contracts

Samples: Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn), Acquisition Agreement And (Prentice Capital Management, LP), Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this AgreementPurchaser, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this AgreementCorporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Guideline, Inc.), Agreement and Plan of Merger (Napster Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this AgreementMerger Sub, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this AgreementCorporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Quantrx Biomedical Corp), Agreement and Plan of Merger (Nurx Pharmaceuticals, Inc.), Agreement and Plan of Merger (Onesource Information Services Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company UPR, or (b) otherwise carry out the provisions of this Agreement, the Company UPR and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company UPR or otherwise to take any and all such action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Union Pacific Resources Group Inc), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Anadarko Petroleum Corp)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Mondavi or (b) otherwise carry out the provisions of this Agreement, the Company Mondavi and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Mondavi or otherwise to take any and all such action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mondavi Robert Corp), Agreement and Plan of Merger (Mondavi Robert Corp), Agreement and Plan of Merger (Constellation Brands, Inc.)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company BLP or (b) otherwise carry out the provisions of this Agreement, the Company BLP and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company BLP or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boron Lepore & Associates Inc), Agreement and Plan of Merger (Cardinal Health Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, bills of sale, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Affiliated Computer Services Inc), Agreement and Plan of Merger (Superior Consultant Holdings Corp)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Kroll or (b) otherwise carry out the provisions of this Agreement, the Company Kroll and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Kroll or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marsh & McLennan Companies Inc), Agreement and Plan of Merger (Kroll Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company MUSA or (b) otherwise carry out the provisions of this Agreement, the Company MUSA and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company MUSA or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metals USA Plates & Shapes Southcentral, Inc.), Agreement and Plan of Merger (Metals Usa Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company MediVision or (b) otherwise carry out the provisions of this Agreement, the Company MediVision and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company MediVision or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company ALARIS or (b) otherwise carry out the provisions of this Agreement, the Company ALARIS and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company ALARIS or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Alaris Medical Systems Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Company, or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al), Agreement and Plan of Merger (Trion Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quanta Services Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company or Merger Sub, or (b) otherwise carry out the provisions of this Agreement, the Company Company, Merger Sub and its respective officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Company, Merger Sub or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rockshox Inc)

Additional Actions. If, at any time after the Effective Time, the ------------------ Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts or things are necessary or desirable to (a) 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 the Company Unit, or (b) otherwise carry out the provisions of this Agreement, the Company Unit and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Unit or otherwise to take any and all such actionactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unit Instruments Inc)

Additional Actions. If, at any time after the Effective TimeTime of the Merger, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Company, or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Battle Mountain Gold Co)

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Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Company, or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.. ARTICLE III

Appears in 1 contract

Samples: Merger Agreement (Pinault Printemps Redoute Sa Et Al)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determines or be is advised that any further deeds, assignments or assurances in Law or any other acts are necessary or desirable to (a) 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 the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall will be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novellus Systems Inc)

Additional Actions. If, at any time after the Effective ------------------ Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are necessary or desirable to (ai) 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 the Company Commercial or Bancorp or (bii) otherwise carry out the provisions purposes of this Agreement, the Company Bancorp and each of its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take do all acts necessary, proper necessary or desirable to vest, perfect or confirm title to and possession of to such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions purposes of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Bancorp or otherwise to take any and all such action.

Appears in 1 contract

Samples: Reorganization and Merger Agreement (Commercial Federal Corp)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (aA) 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 NFCU as a result of, or in connection with, the Company Merger, or (bB) otherwise carry out the provisions purposes of this Agreement, the Company and its officers and directors NFCU shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments or and assurances in Law law and to take do all acts necessary, proper necessary or desirable to further vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions purposes of this Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Surviving Corporation or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nationwide Financial Services Inc/)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable (i) to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest inright of either Constituent Corporation acquired or to be acquired by reason of, to or under any of as a result of, the rightsMerger, properties or assets of the Company or (bii) otherwise to carry out the provisions purposes of this Agreement, the Company and its officers and directors shall be deemed to have granted each Constituent Corporation hereby grants to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or and assurances in Law law and to take do all acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation and otherwise to carry out the provisions purposes of this Agreement, ; and the officers and directors of the Surviving Corporation are shall be fully authorized in the name of the Company or otherwise either Constituent Corporation to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Group 1 Software Inc)

Additional Actions. If, at any time after the Effective ------------------ Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Allegiant, or (b) otherwise carry out the provisions purposes of this Agreement, the Company and its officers and directors Allegiant shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take do all acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions purposes of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Allegiant or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allegiant Bancorp Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary necessary, proper or desirable to (ai) 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 the Company or (bii) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

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

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in Law law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightrights, title or interest in, to or under any of the rights, properties or assets of the Company or its Subsidiaries, or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney attorney, coupled with an interest, to execute and deliver all such deeds, bills of sale, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Twi Holdings Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are necessary or desirable (i) to (a) 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 the Company Fiduciary or (bii) otherwise to carry out the provisions purposes of this Agreement, the Company and Fiduciary by its officers and directors execution of this Agreement shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take do all acts necessary, proper necessary or desirable to vest, perfect or confirm title to and possession of to such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions purposes of this Agreement, and the officers and directors of the Surviving Corporation hereby are authorized authorized, in the name of the Company Fiduciary or otherwise otherwise, to take any and all such action.

Appears in 1 contract

Samples: Exhibit 2 Agreement and Plan of Merger (Unified Financial Services Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightrights, title or interest in, to or under any of the rights, properties or assets of the Company Company, or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vincor Holdings Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (a) 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 the Company Navigant or (b) otherwise carry out the provisions of this Agreement, the Company Navigant and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Navigant or otherwise to take any and all such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navigant International Inc)

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law law or any other acts are necessary or desirable to (ai) 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 the Company Company, or (bii) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

Appears in 1 contract

Samples: Misys PLC

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