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

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Imall Inc), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)

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Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub will take all such lawful and reasonably necessary actionaction at the cost and expense of Parent. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes or intent 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 the Company and Merger Sub, the officers and directors of the Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Company, Merger Sub and the Surviving Corporation will take all such lawful and necessary actionaction in the name of Company or Merger Sub. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vignette Corp), Agreement and Plan of Merger (E Trade Group Inc)

Taking of Necessary Action; Further Action. If, at any time ------------------------------------------ after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase Software Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Parent, Company and Merger Sub will take all such lawful and necessary or desirable action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Onsale Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary or desirable action. Parent shall cause Merger Sub timely to perform all of its obligations relating to arising in connection with this Agreement and the transactions contemplated herebythereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Kaynar Technologies Inc), Agreement and Plan of Reorganization (Fairchild Corp)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Surviving Corporation and Parent, acting for and on behalf of the Company and Merger Sub will Sub, shall be fully authorized to take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated herebythereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Company Parent and the Surviving Corporation shall be fully authorized (in the name of Merger Sub will Sub, Company, the Surviving Corporation and otherwise) to take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Reorganization (Infospace Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub will will, to the extent reasonable, take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Opentv Corp)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Initially Surviving Corporation and, thereafter, the Surviving Corporation, with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Subthe Company, the officers and directors of the Company and each Merger Sub will take all such lawful and necessary action. Parent shall cause each Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Art Technology Group Inc)

Taking of Necessary Action; Further Action. If, at any time after following ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes and intent 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 the Company and Merger Sub, the officers and directors of the Company and Merger Sub will shall take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobalt Networks Inc)

Taking of Necessary Action; Further Action. If, at any ------------------------------------------ time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Company, Merger Sub and the Surviving Corporation will take all such lawful and necessary actionaction in the name of Company or Merger Sub. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ondisplay Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of Company and the Company, Merger Sub and the Surviving Corporation will take all such lawful and necessary actionaction in the name of the Company or Merger Sub. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innerdyne Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

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

Taking of Necessary Action; Further Action. If, at any time and from time to time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to of all properties, assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of Company and Merger Sub will take the Surviving Corporation shall take, or cause to be taken, all such lawful and necessary actionaction as is consistent with this Agreement on behalf of the Company and Merger Sub. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bio Lok International Inc)

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Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Parent, Company and Merger Sub will take all such lawful and necessary or desirable action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flextronics International LTD)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Digital Insight Corp)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Company and Merger Sub will cause their respective current officers to take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company Target and Merger Sub, the officers and directors of Company Target and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Table of Contents Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verisign Inc/Ca)

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated herebythereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is reasonably 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 Company and Merger Subthe Company, the officers and directors of the Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Art Technology Group Inc)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company Company, Parent and Merger Sub, the officers and directors of Company Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take take, all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated herebythereby.

Appears in 1 contract

Samples: Merger Agreement (Platinum Software Corp)

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