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

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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 ClosingEffective 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, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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 Closing, 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 CompanyCompany and Merger Sub, the officers and directors of the Surviving Corporation shall be and are fully authorized, in the name of and on behalf of any of the Company Company, Merger Sub or otherwisethe Surviving Corporation, to take take, or cause to 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.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 CompanyCompany and the Merger Sub, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or otherwiseand the Merger Sub, 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 Closing, 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 CompanyCompany and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or otherwiseand Merger Sub, 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 ClosingEffective 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, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or otherwiseCompany, 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 Closing, 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 CompanyCompany and the Merger Sub, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or otherwiseand the Merger Sub, 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 Closing, 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 title, interest and interest inpossession of all properties, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Surviving Corporation shall be and are fully authorized, in the name of and on behalf of any of the Company Company, Merger Sub or otherwisethe Surviving Corporation, to take take, or cause to 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.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rightsright, privileges, powers and franchises of the Company, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or 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 Closing, 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 title, interest and interest inpossession of all properties, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Corp, the officers and directors of the Surviving Corporation shall be and are fully authorized, in the name of and on behalf of any of the Company Company, Merger Corp or otherwisethe Surviving Corporation, to take take, or cause to 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.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 CompanyCompany and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or otherwiseand Merger Sub, 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 ClosingEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and or to vest the Surviving Corporation with full right, title title, and interest in, to and under, and/or or possession of, all assets, property, rights, privileges, powers powers, and franchises of the CompanyBorden, the officers and directors of the Surviving Corporation are fully authorized, xxxxx authorized in the name and on behalf of the Company or 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 Closing, 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 interest in, to and under, and/or or possession of, all assets, property, rights, privileges, powers and franchises of the CompanyCompany and Merger Sub, the officers and directors of the Surviving Corporation Company are fully authorized, authorized in the name and on behalf of the Company or otherwiseand Merger Sub, 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 Closing, 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, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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 ClosingEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation LLC 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, the officers and directors of the Final Surviving Corporation LLC are fully authorized, in the name and on behalf of the Company or 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 ClosingEffective 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, the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or 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 AgreementAgreement or any of the other Transaction Documents.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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 Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation or Surviving Entity, as applicable, 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 CompanyCompany and Merger Subs, the officers and directors of the Surviving Corporation Entity are fully authorized, authorized in the name and on behalf of the Company or otherwiseand Merger Subs, 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, If at any time after the Closing, 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 CompanyCompany (excluding those belonging to the Products Division), Parent, Sub, and the officers and directors of the Surviving Corporation Company, Parent and Sub are fully authorized, authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company or otherwisewill take, to take all such lawful action and necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreementaction.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation or the Final Surviving 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, the officers and directors of the First Step Surviving Corporation and the managers of the Final Surviving Entity are fully authorized, in the name and on behalf of the Company or 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 on or after the ClosingEffective 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 interest in, to and under, and/or or possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving Corporation Company are fully authorized, authorized in the name and on behalf of the Company or 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 and the Escrow Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving Corporation Company are fully authorized, in the name and on behalf of the Company or 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, If at any time after the Closing, Closing Date 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 CompanyCompany and the Transitional Subsidiary, the officers and directors of the Surviving Corporation Company, the Purchaser and the Transitional Subsidiary are fully authorized, authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company or otherwisewill take, to 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 Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation and the Final Surviving 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, the officers and directors of the First Step Surviving Corporation and the managers of the Final Surviving Entity are fully authorized, in the name and on behalf of the Company or 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 Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step 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, the officers and directors of the First Step Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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 Closing, 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 CompanyCompany and Merger Sub, the officers and directors managers of the Surviving Corporation are fully authorized, authorized in the name and on behalf of the Company or otherwiseand Merger Sub, 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 Closing, 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 interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers powers, and franchises of the CompanyMerger Sub, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company Merger Sub or 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 Closing, 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, the officers and directors of the Surviving Corporation Entity are fully authorized, in the name and on behalf of the Company or 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 Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation Company 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, the officers and directors of the Final Surviving Corporation Company are fully authorized, authorized in the name and on behalf of the Company or otherwiseCompany, 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 Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation and the Final 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, the officers and directors of the First Step Surviving Corporation and the Final Surviving Corporation are fully authorized, in the name and on behalf of the Company or 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.