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

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Sauer Danfoss Inc), Agreement and Plan of Merger (Kensey Nash Corp), Agreement and Plan of Merger (Martek Biosciences Corp)

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Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its respective best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 1.3. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporationsconstituent corporations, the officers of Parent and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation constituent corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (BCTG Acquisition Corp.), Agreement and Plan of Merger (Mountain Crest Acquisition Corp II), Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its or their best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 1.3 hereof. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Encysive Pharmaceuticals Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate effect the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of both Merger Sub and the Constituent CorporationsCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name of each Constituent the Surviving Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Occupational Health & Rehabilitation Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub MergerCo and the Company shall use its reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicablepracticable following the requisite approval by the stockholders of the Company. 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 possession to all assets, propertyproperties, rights, privileges, powers and franchises of either of both the Constituent CorporationsCompany and MergerCo, the officers and directors of the Surviving Corporation such corporations are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Plug Power Inc), Voting Agreement (H Power Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, Stockholder and the Company VPI shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL and the CGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nhancement Technologies Inc), Agreement and Plan of Merger (Nhancement Technologies Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 1.3 hereof. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Centigram Communications Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL NRS as promptly as commercially practicable. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation Corporations or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Arena Resources Inc), Agreement and Plan of Merger (Sandridge Energy Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Acquisition Sub and the Company shall use reasonable its best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. 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 possession to all assets, property, rights, privileges, powers and franchises of either both of the Constituent CorporationsCompany and Acquisition Sub, the officers and directors of the Surviving Corporation such corporations are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.. ARTICLE III

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Logica PLC / Eng), Agreement and Plan of Merger (Carnegie Group Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Subsidiary and the Company Company, respectively, shall each use reasonable its best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableGCL at the time specified in Section 1.3. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trimedia Entertainment Group Inc)

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Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lasercard Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company BFI shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation their corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

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

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company shall use all reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of Merger Sub and the Constituent CorporationsCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name of each Constituent the Surviving Corporation or otherwise otherwise, to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL DGCL, as promptly as commercially practicable. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gvi Security Solutions Inc)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company Company, respectively, shall each use reasonable its respective best efforts to take all such actions action as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicableat the time specified in Section 2.1. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, immunities, powers and franchises of either of the Constituent Corporationsconstituent corporations, the officers of Parent and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation constituent corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.)

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company shall use all commercially reasonable best efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the DGCL as promptly as commercially practicable. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the Constituent Corporations, the officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exelixis Inc)

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