Common use of Subsequent Actions Clause in Contracts

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 14 contracts

Samples: Merger Agreement (Analex Corp), Merger Agreement (Hadron Inc), Merger Agreement (Knology Holdings Inc /Ga)

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Subsequent 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, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 13 contracts

Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc), Merger Agreement (Somanetics Corp)

Subsequent 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, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 7 contracts

Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets Assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets Assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Hagler Bailly Inc), Merger Agreement (Itc Deltacom Inc), Merger Agreement (Proxicom Inc)

Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Bell Atlantic Corp), Merger Agreement (Vfinance Com), Merger Agreement (Focus Enhancements Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of of, and assume the liabilities of, either of its constituent corporations ITI or Newco acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsITI or Newco, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Lil Marc Inc), Merger Agreement (Lil Marc Inc), Merger Agreement (Lil Marc Inc)

Subsequent 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, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations Launch or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsLaunch or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Launch Media Inc)

Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall consider or be advised determines that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations acquired the Company or Purchaser vested or to be acquired by vested in the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations entity or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Cemex Sa De Cv), Merger Agreement (Cemex Sa De Cv), Merger Agreement (Puerto Rican Cement Co Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of of, and assume the liabilities of, either of its constituent corporations the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Midamerican Energy Co), Merger Agreement (Sokol David L)

Subsequent Actions. If, at any time after the Effective ------------------ Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and are hereby authorized to execute and deliver, in the name and on behalf of either each of such constituent corporationsthe Constituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Gateway 2000 Inc), Merger Agreement (Gateway 2000 Inc), Merger Agreement (Advanced Logic Research Inc)

Subsequent 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, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (New 360), Merger Agreement (Point 360), Merger Agreement (DG FastChannel, Inc)

Subsequent 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, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and or interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Ballard Power Systems Inc.), Merger Agreement (Mandalay Digital Group, Inc.), Merger Agreement (Demand Media Inc.)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.. ARTICLE II

Appears in 2 contracts

Samples: Merger Agreement (Price Communications Wireless Inc), Merger Agreement (Price Communications Corp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue incontinue, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or the Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Advanced Communication Systems Inc), Merger Agreement (Titan Corp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such constituent corporations or otherwise, all such other actions and things as may be necessary or desirable to continue in, vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Language Line Costa Rica, LLC), Merger Agreement (Language Line Holdings, Inc.)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Merger Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the purposes and intent of this Agreement, the officers and directors of the Surviving Corporation shall be directed and are hereby authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company and the Merger Subsidiary, all such deeds, bills of sale, assignments and assurances and to take and dotake, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and or under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or and otherwise to carry out the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Interlott Technologies Inc), Merger Agreement (Gtech Holdings Corp)

Subsequent Actions. If, at any time after the Effective Time, the any Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the such Surviving Corporation its their respective right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the such Surviving Corporation as a result of, or in connection with, the Merger Mergers or otherwise to carry out this Agreement, then the officers and directors of the such Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the such Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Global Crossing LTD), Merger Agreement (U S West Inc /De/)

Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall will consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Merger Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Merger Subsidiary, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Canisco Resources Inc), Merger Agreement (Canisco Resources Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or the Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Think New Ideas Inc), Merger Agreement (Answerthink Consulting Group Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of of, and assume the liabilities of, either of its constituent corporations the Company or DGAC acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or DGAC, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in in, and the assumption of the liabilities of, the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Disc Graphics Inc /De/), Merger Agreement (Dg Acquisition Corp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determine in good faith or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties A-6 or assets of either of its constituent corporations the Company or Merger Corp. acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Merger Corp., all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 2 contracts

Samples: Joinder Agreement (Quality Dining Inc), Joinder Agreement (Quality Dining Inc)

Subsequent 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, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.all

Appears in 1 contract

Samples: Merger Agreement (Yahoo Inc)

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Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, (i) 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, privileges, franchises properties or assets of either of its constituent corporations MIOA or PHC acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or (ii) otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to (x) execute and deliver, in the name and on behalf of either of such constituent corporationsPHC or MIOA, as the case may be, all such deeds, bills of sale, assignments and assurances and (y) to take and do, in the name of and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Medical Industries of America Inc)

Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall will consider or be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations acquired the Company or Purchaser vested or to be acquired by vested in the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations entity or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Penske Truck Leasing Co Lp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the directors and officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Arris Group Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, (i) vest, perfect or confirm conform of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties, privileges, franchises properties or assets Assets of either of its constituent corporations VPC or Acquisition Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or (ii) otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be directed and authorized to (x) execute and deliver, in the name and on behalf of either of such constituent corporations, VPC or Acquisition Company all such deeds, bills of sale, assignments and assignments, assurances and (y) to take and do, in the name of and on behalf of each of such corporations other corporation or otherwise, all such other actions and things as may be necessary or desirable desirable, to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Backgenesis Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations Purchaser or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this AgreementAgreement and the Merger, the officers and directors of the Surviving Corporation shall be directed and are hereby authorized to execute and deliver, in the name and on behalf of either each of such constituent corporationsPurchaser or the Company or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations Purchaser or the Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this AgreementAgreement and the Merger.

Appears in 1 contract

Samples: Merger Agreement (Golden State Vintners Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Merger Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the purposes and intents of this Agreement, the officers and directors of the Surviving Corporation shall be directed and are hereby authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company and the Merger Subsidiary, all such deeds, bills of sale, assignments and assurances and to take and dotake, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and or under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or and otherwise to carry out the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Gt Bicycles Inc)

Subsequent Actions. If, If at any time after the Effective Time, Time the Surviving Corporation shall will consider or be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Recapitalization and Merger (Juno Lighting Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation Corporation, the Shareholders and the Merger Sub shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations acquired the Company or Merger Sub vested or to be acquired by vested in the Surviving Corporation as a result of, of or in connection with, with the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name of and on behalf of either each of such constituent corporationsthe Company and Merger Sub, as applicable, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Orgenesis Inc.)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation Company shall consider or be advised that any deeds, bills of sale, assignments, assurances assurances, instruments or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation Company, its right, title or interest in, to or under any of the rights, properties, privileges, franchises properties or assets of either of its constituent corporations acquired the Company or Merger Sub vested in or to be acquired by vested in the Surviving Corporation Company as a result of, or in connection with, the Merger Merger, the Transactions or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Merger Sub, all such deeds, bills of sale, assignments assignments, assurances and assurances instruments and to take and do, in the name and on behalf of each of such corporations corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreementin connection with, the Merger.

Appears in 1 contract

Samples: Merger Agreement (Aegion Corp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation Entity its right, title or interest in, to or under any of the rights, properties, privileges, franchises properties or assets of either of its constituent corporations the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Entity as a result of, of or in connection with, with the Merger or otherwise to carry out the transactions contemplated by this Agreement, the officers and directors of the Surviving Corporation Entity shall be directed and authorized to execute and deliver, in the name of and on behalf of either of such constituent corporationsthe Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation Entity or otherwise to carry out the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Research Solutions, Inc.)

Subsequent Actions. If, at any time at or after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, juridical acts, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises properties or assets of either of its constituent corporations the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsthe Company or Merger Sub, all such deeds, bills of sale, assignments assignments, juridical acts and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Imperial Parking Corp)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, 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, privileges, franchises or assets of either of its constituent corporations NATC or Merger Sub acquired or to be acquired by the such Surviving Corporation as a result of, or in connection with, with the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporationsNATC or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (North Atlantic Trading Co Inc)

Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or perfect, confirm of ownership, record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of such constituent corporations, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such constituent corporations or otherwise, all such other actions and things as may be necessary or desirable to continue in, vest, perfect perfect, confirm ownership or confirm record any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Ediets Com Inc)

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