Common use of Additional Actions Clause in Contracts

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other acts are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or Acquisition Corp., the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company to take any and all such action.

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (b) otherwise to carry out the purposes of this Agreement, then the Shareholder shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Shareholder and the Company to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other acts are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or Acquisition Corp., the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, further assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirmperfect, of record or otherwise, in otherwise confirm the Surviving Corporation its Corporation’s right, title or interest in, to or under any of the rights, properties or assets of CBC acquired or to be acquired by the Company Surviving Corporation as a result of, or Acquisition Corp.in connection with, the Company Merger, or (ii) otherwise carry out the purposes of this Agreement, CBC, and its proper officers and directors directors, acting in such corporate capacity and not individually, shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to take do all acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving CorporationCorporation and otherwise to carry out the purposes of this Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Surviving Corporation or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (b) otherwise to carry out the purposes of this Agreement, then the Shareholders shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Shareholders and the Company to take any and all such actionactions.

Additional Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall consider determine, in its sole discretion, or shall be advised advised, that any deeds, bills of sale, assignments or instruments of conveyance, assignments, assurances in law or any other acts actions or things are necessary or desirable to vest, perfect or confirm, confirm of record or otherwise, otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Acquisition Corp.Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Company and its Transactions, then the officers and directors shall be deemed to have granted to of the Surviving Corporation an irrevocable power of attorney shall be authorized to execute and deliver deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances in law and to take and do, in the name and on behalf of each of such corporations or otherwise, all acts necessary, proper such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and possession of under such rights, properties or assets in the Surviving Corporation, and the officers and directors of the Surviving Corporation are authorized in the name of the Company to take any and all such action.

Additional Actions. If, at any time after the Effective Time, Buyer or the Surviving Corporation shall consider con- sider or be advised that any further deeds, bills of sale, assignments or assurances in law as- surances or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Sur- viving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Seller or Merger Sub or (b) otherwise carry out the Company or Acquisition Corp.purposes of this Agreement, the Company Seller and its Merger Sub and each of their respective officers and directors directors, shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and or assurances in law and to take do all acts necessary, proper necessary or desirable to vest, perfect or confirm title to and possession of to such rights, properties or assets in the Surviving CorporationSur- viving Corporation and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company Seller or otherwise to take any and all such action.

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

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

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (b) otherwise to carry out the purposes of this Agreement, then the Shareholders shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Shareholder and the Company to take any and all such actionactions.

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to right of Buyer or under any of the rights, properties or assets of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purpose of this Agreement, Buyer and the Company and its their respective proper officers and directors shall be deemed to have granted to the Surviving Corporation and its proper officers and directors, and each of them, an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to take do all acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation Corporation, and each of 5 them, are fully authorized in the name of Buyer and the Company or otherwise to take any and all such action.

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

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (ii) otherwise to carry out the purposes of this Agreement, then the Stockholders shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Company Stockholders and the company to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (ii) otherwise to carry out the purposes of this Agreement, then the Stockholder shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Company Stockholder and the company to take any and all such actionactions.

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

Additional Actions. If, at any time after the Effective TimeClosing, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances in law or any other further acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rightCorporation, title to and possession of any property or interest in, to or under any of the rights, properties or assets right of the Company acquired or Acquisition Corp.to be acquired by reason of, or as a result of, the Company and its officers and directors Merger; or (b) otherwise to carry out the purposes of this Agreement, then the Member shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to take do all other acts necessary, necessary or proper or desirable to vest, perfect or confirm title to and possession of such rights, properties property or assets rights in the Surviving Corporation, Corporation and otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of the Member and the Company to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or Acquisition Corp.the Subsidiaries (as defined in Section 4.1 hereof), or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving CorporationCorporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

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