Common use of Further Action Clause in Contracts

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 95 contracts

Samples: Agreement and Plan of Merger ('Mktg, Inc.'), Agreement and Plan of Merger (Ardea Biosciences, Inc./De), Agreement and Plan of Merger (Henry Bros. Electronics, Inc.)

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Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 95 contracts

Samples: Agreement and Plan of Merger (Gray Television Inc), Agreement and Plan of Merger (WEB.COM Group, Inc.), Agreement and Plan of Merger (Care.com Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 66 contracts

Samples: Agreement and Plan of Merger (Vizio Holding Corp.), Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Predictive Oncology Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub Purchaser and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger SubPurchaser, in the name of the Company and otherwise) to take such action.

Appears in 45 contracts

Samples: Agreement and Plan of Merger (RayzeBio, Inc.), Agreement and Plan of Merger (F-Star Therapeutics, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Acquisition Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Acquisition Sub, in the name of the Company and otherwise) to take such action.

Appears in 24 contracts

Samples: Agreement and Plan of Merger (Silicon Graphics International Corp), Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Altera Corp)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 21 contracts

Samples: Agreement and Plan of Merger (Pure Storage, Inc.), Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Merger (Ca, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (PlayAGS, Inc.), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (Conformis Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, then the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Servidyne, Inc.), Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger (Rae Systems Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such lawful and necessary action.

Appears in 5 contracts

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

Further Action. If, at any time after the Effective Time, Time any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany with respect to the Merger, the officers and directors managers of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Company, the Company Surviving Corporation and otherwise) to take such action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)

Further Action. If, at any time after the Effective Time, Time any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany with respect to the Merger, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Company, the Company Surviving Corporation and otherwise) to take such action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Corindus Vascular Robotics, Inc.), Voting Agreement (Cas Medical Systems Inc), Agreement and Plan of Merger (Stryker Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes purpose of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Corel Corp), Agreement and Plan of Merger (Intervideo Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub Sub, the Company and the CompanySurviving Corporation, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Company, in the name of the Surviving Corporation and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Favrille Inc), Agreement and Plan of Merger and Reorganization (Celunol Corp), Agreement and Plan of Merger and Reorganization (Diversa Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation and its Subsidiaries or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and its Subsidiaries and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (Intuit Inc), Agreement and Plan of Merger (Mellanox Technologies, Ltd.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany with respect to the Merger, the officers and directors managers of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Company, the Company Surviving Corporation and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take and shall take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (WEB.COM Group, Inc.), Agreement and Plan of Merger (WEB.COM Group, Inc.), Agreement and Plan of Merger (Xura, Inc.)

Further Action. If, at any time after the Effective TimeClosing Date, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/), Agreement and Plan (Asyst Technologies Inc /Ca/), Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Titan Corp), Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Catalyst International Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any agreement entered into in connection herewith or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title title, and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Company, and otherwise) to take such action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.), Agreement and Plan of Merger (Tii Network Technologies, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany effective as of the Effective Time, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take any such actionaction effective as of the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany with respect to the Merger, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Company, the Company and Surviving Corporation or otherwise) be fully authorized to take such action.

Appears in 3 contracts

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of the Company and Merger Sub and the CompanySub, then the officers and directors of Parent and the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Subthe Company, in the name of the Company and Merger Sub or otherwise) to take such action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub Subsidiary and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger SubSubsidiary, in the name of the Company and otherwise) to take such action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ampio Pharmaceuticals, Inc.), Agreement and Plan of Merger (Chay Enterprises, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the CompanyAgreement, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) be fully authorized to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DISH Network CORP), Agreement and Plan of Merger (EchoStar CORP)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Sbe Inc), Agreement and Plan of Merger (Medibuy Com Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and the transactions contemplated hereby, including the Merger, or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of each of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in Sub and the name of the Company and otherwiseCompany) to take such action.

Appears in 2 contracts

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

Further Action. If, at any time after the Effective TimeDate, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Employment Agreement (Ipl Systems Inc), Escrow Agreement (Andataco)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of the Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of the Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Volcano CORP), Agreement and Plan of Merger (Cypress Bioscience Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Company to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company, Parent, Alkaloida, TDC and Parent SPH shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement of Merger (Sun Pharmaceutical Industries LTD), Agreement of Merger (Taro Pharmaceutical Industries LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by Foreign Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Corporation, Foreign Parent and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Merger Agreement (Bluephoenix Solutions LTD), Agreement and Plan of Merger (Bluephoenix Solutions LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property assets of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement of Merger (Voltaire Ltd.), Agreement of Merger (Mellanox Technologies, Ltd.)

Further Action. If, at any time after the Effective Time, any further action consistent with the terms of this Agreement is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cavium, Inc.), Agreement and Plan of Merger (Marvell Technology Group LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by the Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Parent or the Surviving Corporation with full right, title and possession of and to all rights and property of the Merger Sub and the 501 Company, the officers and directors of the Parent and Surviving Corporation and Parent shall be fully authorized (in the name of the Merger Sub, in the name of the 501 Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Empire Global Corp.), Agreement and Plan of Merger (Empire Global Corp.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Merger Agreement (Chiles Offshore Inc/New/), Voting Agreement (Ensco International Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company with full right, title and possession of and to all rights and property assets of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Ezchip Semiconductor LTD)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Interim Surviving Corporation Corporation, the Surviving Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Interim Surviving Corporation Corporation, the Surviving Company and Parent shall be fully authorized (in the name of Merger SubSub I, in the name of Merger Sub II in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of the Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Surviving Corporation, the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Yelp Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

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

Further Action. If, If at any time after the Effective Time, Time any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with the full right, title and possession of and to all rights assets, property, rights, privileges, immunities, powers and property franchises of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc), Agreement (Oncormed Inc)

Further Action. If, at any time after the First Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors or managers, as applicable, of the Surviving Corporation and Entity, Parent shall be fully authorized (in the name of each of the Merger SubSubs, in the name of the Company and Company, in the name of the Sellers or otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (ACELYRIN, Inc.), Agreement and Plan of Merger (Absci Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Company to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fusion Acquisition Corp.), Agreement of Merger (Sun Pharmaceutical Industries LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) to take such action.

Appears in 2 contracts

Samples: Merger Agreement (Greka Energy Corp), Merger Agreement (Greka Energy Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Escrow Agreement (Resmed Inc), Merger Agreement (ExlService Holdings, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Sub or the Company and otherwise) to take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (APA Corp)

Further Action. (a) If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Company to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company with full right, title and possession of and to all rights and property of Merger Sub and and/or the Company, then the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise, as the case may be) to take and shall take such action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Independence Realty Trust, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)

Further Action. If, at any time after the Effective Time, Parent determines any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights assets, property, rights, privileges, powers and property franchises of the Company and Merger Sub and the CompanySub, the officers and directors of the Surviving Corporation Company and Parent shall be Merger Sub immediately prior to the Effective Time are and will remain fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) Merger Sub or otherwise to take take, and shall take, all such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Company to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyCompany with respect to the Merger, the officers and directors managers of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of Company, the Surviving Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Stock Purchase Agreement (RealPage, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Interim Surviving Corporation Corporation, the Surviving Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors of the 4 Surviving Corporation Entity and Parent shall be fully authorized (in the name of the Merger SubSubs, in the name of Interim Surviving Corporation, the Surviving Entity, the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger And

Further Action. If, at any time after the Effective Time, any further action action, consistent with the terms of this Agreement, is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of the Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life360, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any Related Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action; provided that no additional liability will attach to the Principal Shareholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Titan Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this the Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arlington Asset Investment Corp.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such reasonable action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sbe Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, from and after the Effective Time, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the managers and officers and directors of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of Merger SubSubs, in the name of Interim Surviving Corporation, the Surviving Entity, the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action. SECTION 2.

Appears in 1 contract

Samples: Shareholder Agreement (Caere Corp)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation and its Subsidiaries or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and its Subsidiaries and Parent shall be fully authorized (in the name of Merger Sub, Sub and in the name of the Company and otherwiseCompany) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NCR Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the A-7 officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Genomica Corp /De/)

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Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of the Merger Sub Subsidiary and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of the Merger SubSubsidiary, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Retrospettiva Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)

Further Action. If, at any time after the First Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors or managers, as applicable, of the Surviving Corporation Company and Parent shall be fully authorized (in the name of the Merger SubSubs, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (Splunk Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by the Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or the Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyGroup Companies, the officers and directors of the Surviving Corporation Company and the Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or Merger Sub to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Companyand/or QSG, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, Sub and/or in the name of the Company and otherwiseQSG) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Zamba Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynasil Corp of America)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Interim Surviving Corporation Corporation, the Surviving Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of the Merger SubSubs, in the name of Interim Surviving Corporation, the Surviving Entity, the Company and otherwise) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and the Escrow Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Semtech Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of Merger Sub Sub, Merger LLC and the Company, the officers officers, directors and directors managing member of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of Merger SubLLC, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Registration Rights Agreement (Cavium Networks, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyTarget, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Target and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Walker Interactive Systems Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement and any agreement entered into in connection herewith or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such lawful and necessary action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Company, and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the directors and officers and directors of the Surviving Corporation Entity and Parent shall be fully authorized (in the name of Merger SubSubs, in the name of Interim Surviving Corporation, the Surviving Entity, the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Further Action. If, at any time after the First Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Corporation, the Surviving LLC or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors of the Surviving Corporation Corporation, the Surviving LLC and Parent shall be fully authorized (in the name of the Merger SubSubs, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life360, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyTarget, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Target and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)

Further Action. If, at any time after the First Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Corporation, Surviving LLC or Parent with full right, title and possession of and to all rights and property of the Company and Merger Sub and the CompanyI, the officers and directors of the Surviving Corporation Corporation, the Surviving LLC and Parent shall be fully authorized (in the name of Merger SubSub I, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life360, Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company with full right, title and possession of and to all rights and property of Merger Sub Sub, Transitory Surviving Corporation and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of Transitory Surviving Corporation, the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Truckload Services, Inc.)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes and intent of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be are hereby fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaming Partners International CORP)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation and any of its Subsidiaries or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyAcquired Companies, the officers and directors of the Surviving Corporation and any of its Subsidiaries and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwiseAcquired Companies) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further -------------- action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub MergerCo and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger SubMergerCo, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Usa Talks Com Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or any Principal Stockholder to be necessary or desirable to carry out the purposes of this Agreement or any Related Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of each of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action. SECTION 2.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (First Consulting Group Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Affiliate Agreement (Artecon Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the 7 officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Exelixis Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, Sub and in the name of the Company and otherwiseCompany) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rovi Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation and its Subsidiaries or Parent with full right, title and possession of and to all rights and property of Merger Sub and the CompanyAcquired Companies, the officers and directors of the Surviving Corporation and its Subsidiaries and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Acquired Companies and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avago Technologies LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in Sub and the name of the Company and otherwiseCompany) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Company to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors or members of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brickman Group LTD)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and or otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Heckmann CORP)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall will be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)

Further Action. If, at any time after the First Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or Parent with full right, title and possession of and to all rights and property of the Merger Sub Subs and the Company, the officers and directors or managers, as applicable, of the Surviving Corporation Entity, Parent and Parent the Representative shall be fully authorized (in the name of each of the Merger SubSubs, in the name of the Company and Company, in the name of the Sellers or otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exact Sciences Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Company or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation Company and Parent shall be fully authorized (in the name of Merger Sub, Sub or in the name of the Company and otherwiseCompany) to take such action.

Appears in 1 contract

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

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action. SECTION 2.

Appears in 1 contract

Samples: Exhibit 2 (Alliedsignal Inc)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title title, and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company Company, and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Environmental Recycling Technologies Inc)

Further Action. If, at any time after the Effective Time, any further action is reasonably determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Entity or the Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers officers, managers and directors of the Surviving Corporation Entity and Parent the Parent, respectively, shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ag&e Holdings Inc.)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dot Hill Systems Corp)

Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

Appears in 1 contract

Samples: Agreement and Plan (Edgewater Technology Inc/De/)

Further Action. If, at any time after the Effective Time, any further reasonable action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sorrento Therapeutics, Inc.)

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