Taking Necessary Action; Further Action. Stockholder agrees that during the period from the date hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement in accordance with its terms, he or it shall each use reasonable efforts to take all actions as may be reasonably necessary or appropriate to effectuate the Merger as soon as possible consistent with the terms of this Agreement and the Merger Agreement, including (a) actions of Stockholder in his or its capacity as a stockholder of the Company, and (b) making any required filings under (including with respect to the acquisition by any Stockholder of shares of Acquiror Stock in the Merger), and providing each other with information with respect to filings required under, the HSR Act.
Taking Necessary Action; Further Action. Parent, Purchaser, the Company, the Semlers and the Shareholders, respectively, shall take all such action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible following the Closing Date. 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 either of Merger Sub or the Company, the officers and directors of such corporations are fully authorized in the name of their corporation or otherwise to take, and shall take, all such action.
Taking Necessary Action; Further Action. Star, Merger Sub and EFCC, respectively, shall take all such action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible. 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 either Merger Sub or EFCC, the officers and directors of such corporations are fully authorized in the name of their corporation or otherwise to take, and shall take, all such action.
Taking Necessary Action; Further Action. Acquiror, Acquiror Sub and the Company, respectively, shall each use its reasonable efforts to take all such action as may be necessary or appropriate to effectuate the Merger under the Wisconsin Law at the time specified in section 1.02. 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 properties, interests, assets, rights, privileges, immunities, powers and franchises of either of the Constituent Corporations, the officers of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.
Taking Necessary Action; Further Action. IB3, Merger Sub, the Company and the Shareholders, respectively, shall use their best efforts to take all such action as may be necessary or appropriate to effectuate the Merger under the BSC and Nevada law at the Effective Time. 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 Company with full right, title and possession to all properties, interests, assets, rights, privileges, immunities, powers and franchises of either of Company or Merger Sub, then the officers of the Surviving Company shall be fully authorized in the name of each of Company and Merger Sub or otherwise to take, and shall take, all such lawful and necessary action.
Taking Necessary Action; Further Action. Acquiror, Acquiror Sub and the Company, respectively, shall each use its reasonable efforts to take all such action as may be necessary or appropriate to effectuate the Merger under the Delaware Law at the time specified in section 1.02. 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 properties, interests, assets, rights, privileges, immunities, powers and franchises of either of the Constituent Corporations, the officers of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take, and shall take, all such lawful and necessary action.
Taking Necessary Action; Further Action. TRBT and Xxxxx, respectively, shall each use their reasonable efforts to take all such actions as may be necessary or appropriate to effectuate the stock for stock equivalent exchange and related transactions under Utah Law and Chinese Law at the time specified in Section 1.01 hereof. If, at any time after the execution hereof, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Xxxxx with full right, title and possession to all prior sharehold interest/capital contribution in TRBT, the officers of the Company are fully authorized in the name of TRBT and Xxxxx, or otherwise, to take, and shall take, all such lawful and necessary actions consistent with this Agreement.
Taking Necessary Action; Further Action. NBI and MPLS, respectively, each shall use their reasonable efforts to take all such action as may be necessary or appropriate to effectuate the share exchange under the Utah Act at the time specified in Section 2.02
Taking Necessary Action; Further Action. From and after the Closing Date, each of AV Parties, and Hanover Parties shall, from time to time, at the request of each other and without further consideration do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required to give effect to the intent of this Agreement and the transactions contemplated hereunder. This Section 12 shall survive Closing. Notwithstanding anything contained herein or in the APA or otherwise, the parties hereto agree and acknowledge that the breach of this Section 12 will cause irreparable damage to Hanover Parties and AV Parties and upon breach of any provision of this Section 12, AV Parties and Hanover Parties shall be entitled to any and all remedies at law including injunctive relief, specific performance or other equitable relief.
Taking Necessary Action; Further Action. The parties shall each use reasonable efforts to take all action as may be necessary or appropriate to effectuate the Unitary Transaction at the time specified in Section 1.04 hereof. If, at any time following or prior to the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or (i) to vest the U.S. Surviving Corporation and the Amalgamated Canada Corporation with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of its constituent corporations, the officers of such Surviving or Amalgamated Corporation are fully authorized, in the name of each constituent corporation or otherwise, to take, and shall take, all such lawful and necessary action, to carry out the purposes of this Agreement, and (ii) the Ancillary Asset Purchase Agreement, and/or to vest the New Canadian Ancillary Service Entity with the Canadian Ancillary Service Entities' respective right, title and possession to all Ancillary Assets, the officers of the Canadian Ancillary Service Entities and the New Canadian Ancillary Service Entity are fully authorized to take, and shall take, all such lawful and necessary action desirable to carry out the purposes of this Agreement and the Ancillary Asset Purchase Agreement. Without limiting the generality of the forgoing, each such party shall take all steps necessary (if any) to conform their respective boards of directors to applicable Laws, and obtain and/or renew all licenses and other permits required to conduct their businesses under applicable Laws.
