All Necessary Action Clause Samples

All Necessary Action. Generally take all action, whether or not expressly authorized, which the Custodian may deem necessary or desirable or which the Depositary may reasonably request for the fulfillment of the Custodian’s duties hereunder or which is necessary to permit the fulfillment of the objectives of this Agreement.

All Necessary Action. All necessary corporate or partnership action has been duly and validly taken by each of the Company and the OP to authorize the execution, delivery and performance of this Agreement and the issuance of the Securities by the Company.

All Necessary Action. Borrower shall take all action necessary or reasonably requested by Lender to ensure that each of the Affiliates will comply with all covenants and requirements applicable to such Affiliate under any Material Agreement; provided that no violation of this Section 5.16 shall become an Event of Default during the relevant periods for notice and cure under the terms of the applicable Material Agreement.

All Necessary Action. From time to time after the Effective Time, as and when requested by ILD, the Shareholder shall execute and deliver all such documents and assurances and to take and do, in the name and on behalf of either Interlink Co. or otherwise, all such other actions as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets of the Interlink Cos. in ILD or otherwise to carry out this Agreement, including without limitation, removing the name "Interlink" from that of any other entity owned by the Shareholder. The Shareholder shall assist ILD officials in the delivery of access rights to any source codes forming part of the Intellectual Property (as described in Section 3.8 hereof).

All Necessary Action. The Company hereby represents and warrants that, as of the date hereof, the Company has taken all necessary action required to provide the Purchasers holding Senior Subordinated Notes with all the rights provided to such Purchasers under this Section 9 and all the benefits of the obligations incurred by the Company under this Section 9.

All Necessary Action. Subject to the terms and conditions hereof, each of Purchaser and Seller agrees to use its best efforts to, and to use its best efforts to cause its officers, directors, employees or agents to, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions (including without limitation the actions required to consummate the Final Closing under Section 607.1202 of the Florida Business Corporation Act) and to cause the conditions to each party's obligation to consummate the Final Closing to be satisfied as promptly as practicable, including, in the case of Seller, waiving, and causing to be waived, the condition set forth in Section 7.2(a) if all of the other conditions set forth in Sections 7.1, 7.2 and 7.3 have been satisfied (or waived by the parties entitled to the benefits thereof). Without limiting the generality of the foregoing, the parties hereto agree that if the Tender Offer is not consummated by November 15, 1999, Seller shall take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Common Stock or take action by written consent (the "Stockholders Meeting") to consider and vote upon the adoption of this Agreement and the approval of the Transactions to be consummated at the Final Closing as promptly as practicable. In connection therewith, Seller shall prepare and file with the SEC and the New York Stock Exchange no later than November 30, 1999, a proxy or information statement for the solicitation of the vote of the holders of Common Stock at the Stockholders Meeting (together with all amendments and supplements thereto, the "Proxy Statement"), together with any other Proxy Documents, if any; provided, however, that Purchaser shall furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with its preparation of the Proxy Documents; provided, further, that Purchaser shall have the right to review the Proxy Documents prior to 30 39 filing, and Seller shall consult with Purchaser in good faith regarding the content of the Proxy Documents to be filed. The Proxy Documents shall include the recommendation of the Board of Directors of Seller that the holders of Common Stock vote in favor of the approval of this Agreement and the Transactions. Seller shall use all reasonable best efforts to have the Proxy Documents cle...

All Necessary Action. The officers of the parties will promptly cause to be executed, filed and/or recorded any documents prescribed by the laws of the States of South Carolina and Delaware, and will cause to be performed all necessary acts within said jurisdictions and elsewhere to effectuate the Merger. The officers of CGT and of TSI are hereby authorized, empowered and directed to do any and all acts and things, to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement. EXHIBIT D DIRECTORS 1. Phil▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇. Soct▇ ▇▇▇▇▇▇ 59 Exhibit 1.3