Common use of Necessary Further Actions Clause in Contracts

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 36 contracts

Samples: Merger Agreement (Augmedix, Inc.), Merger Agreement (Rover Group, Inc.), Merger Agreement (Chase Corp)

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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: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Jive Software, Inc.), Merger Agreement (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: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement

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: Merger Agreement (Brigham Exploration Co), Merger Agreement (Statoil Asa), Merger Agreement (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 12 contracts

Samples: Agreement and Plan of Merger (Revance Therapeutics, Inc.), Agreement and Plan of Merger (Squarespace, Inc.), Merger Agreement (Revance Therapeutics, 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: Merger Agreement (China Customer Relations Centers, Inc.), Merger Agreement (Gridsum Holding Inc.), Merger Agreement (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 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: Merger Agreement (Sugarmade, Inc.), Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, 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.

Appears in 4 contracts

Samples: Merger Agreement, Merger Agreement, Merger Agreement (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 Company, Parent and Merger Sub shall 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 action, so long as such action is not inconsistent with this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc), Merger Agreement (American Commercial Lines 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: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)

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 3 contracts

Samples: Merger Agreement (Thoughtworks Holding, Inc.), Merger Agreement (Castlight Health, Inc.), Merger Agreement (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 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 2 contracts

Samples: Merger Agreement, Merger Agreement (STAMPS.COM 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: Merger Agreement (Endurance International Group Holdings, Inc.), Merger Agreement (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, 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: Merger Agreement (Material Sciences Corp), Merger Agreement (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 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: Merger Agreement (Silver Spring Networks Inc), Merger Agreement (Itron Inc /Wa/)

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: Merger Agreement (Trina Solar LTD), Merger Agreement (WSP Holdings 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 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: Agreement and Plan of Merger (China Yida Holding, Co.), Merger Agreement (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 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: Merger Agreement (Electronics for Imaging 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 reasonable and necessary action.

Appears in 1 contract

Samples: Merger Agreement (HashiCorp, 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 take all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement (Travelport Worldwide 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 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: Merger Agreement (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 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

Samples: Business Combination Agreement (NeoGames S.A.)

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: Merger Agreement (Embark Technology, Inc.)

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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

Samples: Agreement and Plan of Merger (Mattersight 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 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: Merger Agreement (Lapolla Industries 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: Merger Agreement (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 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

Samples: Merger Agreement (Greenhill & Co 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 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: Merger Agreement (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 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: Merger Agreement (Williams Controls 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 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: Merger Agreement (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 after the Effective Time will take all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement (Natus Medical 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

Samples: Merger Agreement (Squarespace, 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 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: Merger Agreement (SodaStream International Ltd.)

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: Merger Agreement (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 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: Merger Agreement (Tufin Software Technologies Ltd.)

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: Merger Agreement (Vonage Holdings 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 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: Merger Agreement (Medidata Solutions, 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: Merger Agreement (Highpower International, Inc.)

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