Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 34 contracts
Samples: Agreement and Plan of Merger (Augmedix, Inc.), Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Chase Corp)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then the directors and officers of the Company and Merger Acquisition Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 24 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Jive Software, Inc.), Agreement and Plan of Merger (Rouse Properties, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Company are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Shareholders to the Effective Time will take all such lawful and necessary action.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa), Agreement and Plan of Merger (Actividentity Corp)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and or Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (HireRight Holdings Corp), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will shall take all any such lawful and necessary action.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (China Customer Relations Centers, Inc.), Agreement and Plan of Merger (Gridsum Holding Inc.), Agreement and Plan of Merger (iDreamSky Technology LTD)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Shareholders to the Effective Time will take all such lawful and necessary action.
Appears in 4 contracts
Samples: Agreement (Sugarmade, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
Necessary Further Actions. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then as appropriate, the directors and officers of the Company and Merger Acquisition Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub, then the Company, Parent and Merger Sub shall, and shall be authorized to, cause their respective directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary or desirable action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Material Sciences Corp), Agreement and Plan of Merger (Integramed America Inc)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will shall take all any such lawful and necessary action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trina Solar LTD), Agreement and Plan of Merger (WSP Holdings LTD)
Necessary Further Actions. If, at any time after prior to the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castlight Health, Inc.), Agreement and Plan of Merger (Cloudera, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior Surviving Corporation shall be fully authorized to the Effective Time will take all such lawful and necessary action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Mobileiron, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then the directors and officers of the Company Surviving Corporation and Merger Acquisition Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Silver Spring Networks Inc)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubAcquisition, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will Acquisition shall take all any such lawful and necessary action.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (China Yida Holding, Co.), Agreement and Plan of Merger (China Yida Holding, Co.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assetsAssets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then the directors and officers of the Company Surviving Corporation and Merger Sub as Parent (in the name of immediately prior to the Effective Time will Acquisition Sub) shall take all such lawful and necessary action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Company and Merger Sub as of immediately prior to the Effective Time will shall take all any such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.. ARTICLE III
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then the directors and officers of the Company and Merger Acquisition Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Company are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Ordinary Shareholders to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Top Image Systems LTD)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will use reasonable best efforts to take all such lawful lawful, necessary and necessary advisable action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Company are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Shareholders to take, and Parent shall, and shall cause the Effective Time will take Surviving Company to take, all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SodaStream International Ltd.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will shall be authorized and empowered to take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company Surviving Corporation and Parent will be fully authorized (in the name of Merger Sub as Sub, in the name of immediately prior the Company, and otherwise) to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Embark Technology, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highpower International, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and or Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.. ARTICLE III
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Company are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Shareholders to take, and Parent shall, and shall cause the Effective Time will Surviving Company to, take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Corporation and Parent shall be fully authorized (in the name of the Company and Merger Sub as of immediately prior otherwise) to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubPurchaser, then the directors and officers of the Company and Merger Sub Purchaser as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to after the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelport Worldwide LTD)
Necessary Further Actions. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful reasonable and necessary action.
Appears in 1 contract
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub as of immediately prior the Company Stockholders to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lapolla Industries Inc)
Necessary Further Actions. If, at any time after the Effective Time, any further action is reasonably necessary or desirable advisable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Necessary Further Actions. If, at any time after the Company Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and the Merger SubSubs, then the directors and officers of the Company and Company Merger Sub and the managing member of LLC Merger Sub as of immediately prior to the Company Merger Effective Time will take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fathom Digital Manufacturing Corp)
Necessary Further Actions. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assetsAssets, property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub, then the directors and officers of the Company and Merger Acquisition Sub as of immediately prior to the Effective Time will shall take all such lawful and necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
