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's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Fred Meyer Inc), Merger Agreement (Fred Meyer Inc)
Subsequent Actions. If, at any time after the Subsequent Effective Time, the Surviving Corporation Company shall consider determine 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's 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 the Company, Merger Sub 1 or Merger Sub 2 acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger, Combination or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany, Merger Sub 1 or Merger Sub 2, 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 (as defined) Company or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)
Subsequent Actions. If, at any time after the Effective Time, the Surviving CorporationSurviving 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's ’s 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cannabis Sativa, Inc.), Merger Agreement (Ultra Sun Corp)
Subsequent Actions. If, at any time after the LLC Effective Time, the Surviving Corporation Company 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's Company its right, title or interest in, to to, or under any of the rights, properties, privileges, franchises properties or assets of either of its constituent corporations the Company, Merger Corp. or LLC acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger, Combination or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be Company are authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany, Merger Corp. or LLC, or otherwise, all such deeds, bills of sale, assignments and assurances assurances, and to take and do, in the name and on behalf of each of such corporations the Company, Merger Corp. or LLC, 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 (as defined) Company or otherwise to carry out the intent purposes of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Inet Technologies Inc), Merger Agreement (Tektronix 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's 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 Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, Merger or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerConstituent 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 properties or assets in in, and the assumption of the liabilities of, the Surviving Corporation (as defined) or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, at any time after the Effective TimeDate, 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's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, at any time after the Effective TimeDate, 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's ’s 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider determines or be is 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's 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 Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, Merger or otherwise to carry out or give effect to this Agreement and the intent of this AgreementTransactions, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany 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 (as defined) or otherwise to carry out or give effect to this Agreement and the intent of this AgreementTransactions.
Appears in 1 contract
Samples: Merger Agreement (Cypress Communications Holding 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's 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, Merger or otherwise to carry out the intent of this Agreement, the officers and directors of Parent, Buyer, the Company and the Surviving Corporation shall be fully authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of Company, the MergerSurviving Corporation 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Attunity LTD)
Subsequent Actions. If, at any time after the Second Step 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 reasonably necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation's Entity its right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either any of its the constituent corporations acquired or to be acquired by the Surviving Corporation Entity as a result of, or in connection with, the Merger, Mergers or otherwise to carry out the intent of this Agreement, the directors and officers and directors of the Surviving Corporation Entity shall be directed and authorized to execute and deliver, in the name and on behalf of either any of the such constituent corporations of the Mergercorporations, 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 (as defined) Entity or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceco Environmental Corp)
Subsequent Actions. If, at any time after the Effective Time, Parent or 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 Parent or the Surviving Corporation's 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 Parent or the Surviving Corporation as a result of, or in connection with, the Merger, Merger or otherwise to carry out the intent of this Agreement, the officers and directors of Parent and the Surviving Corporation shall be fully authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of Company, the MergerSurviving Corporation 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Samples: Sale and Purchase of Shares Agreement (Nice Systems LTD)
Subsequent Actions. If, If at any time after the Effective ------------------ Time, the Surviving Corporation or Parent 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's Corporation or Parent, as the case may be, 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 or Parent as a result of, or in connection with, the Merger, Asset Contribution or the Merger or to otherwise to carry out the intent of this Agreement, the officers of Verizon and the officers and directors of each of Parent and the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, deliver 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Northpoint Communications Group Inc)
Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation Company 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's Company its right, title or interest in, to or under any of the property, rights, propertiespowers, privileges, franchises or other assets of either of its constituent corporations the Company acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger, Merger or otherwise to carry out the intent of this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany, all such deeds, bills of sale, assignments and assurances assignments, 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 desirable, to vest, perfect or confirm any and all right, title and or interest in, to and under such property, rights, propertiespowers, privileges, franchises or other assets in the Surviving Corporation (as defined) Company or otherwise to carry out the intent of transactions contemplated by this Agreement.
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Subsequent Actions. If, at any time after the Effective Time, either of the Surviving Corporation Companies 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's Company 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 such Surviving Corporation Company as a result of, or in connection with, one of the Merger, Mergers or otherwise to carry out the intent of this Agreement, the officers and Table of Contents directors of the such Surviving Corporation Company shall be directed and authorized to execute and deliver, in the name and on behalf of either of the such constituent corporations of the Mergercorporations, 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 (as defined) Company or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, If at any time after the Effective Time, 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 incontinue, vest, perfect or confirm of record or otherwise in the Surviving Corporation's Entity’s direct or indirect right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either the Company and its Subsidiaries, including the capital stock of its constituent corporations acquired or to be acquired RMI owned by the Surviving Corporation Company, as a result of, or in connection with, the Merger, or otherwise to carry out the intent of this Agreement, at the officers sole cost and directors expense of the Surviving Corporation Entity, the directors and officers of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany, 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 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 or assets in the Surviving Corporation (as defined) Entity or otherwise to carry out the intent of this Agreement.
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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, vest, perfect or confirm of record or otherwise in the Surviving Corporation's 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 Transitory Subsidiary acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, Merger or otherwise to carry out the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the MergerCompany or Transitory Subsidiary, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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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 incontinue, vest, perfect or confirm of record or otherwise in the Surviving Corporation's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, at any time after the Effective TimeDate, the Surviving CorporationSurviving 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's ’s 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (MVP Network, 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's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.confirm
Appears in 1 contract
Samples: Merger Agreement (Zilkha Michael)
Subsequent Actions. If, at any time after the Effective TimeDate, 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's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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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 incontinue, vest, perfect or confirm of record or otherwise in the Surviving Corporation's 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 the intent of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, 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 (as defined) or otherwise to carry out the intent of this Agreement.
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Subsequent Actions. If, If at any time after the Effective Time, the Surviving Corporation or Parent 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's Corporation or Parent, as the case may be, 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 or Parent as a result of, or in connection with, the Merger, Asset Contribution or the Merger or to otherwise to carry out the intent of this Agreement, the officers of Verizon and the officers and directors of each of Parent and the Surviving Corporation shall be directed and authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, deliver 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 (as defined) or otherwise to carry out the intent of this Agreement.
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