Common use of Taking of Further Action Clause in Contracts

Taking of Further Action. 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, or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of the Surviving Corporation, Parent and the officers and directors of each of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 8 contracts

Samples: Merger Agreement (Roku, Inc), Merger Agreement (Medallia, Inc.), Merger Agreement (EnteroMedics Inc)

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Taking of Further Action. If 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 CompanyCompany and Merger Sub, or to vest Parent with full right, title Purchaser and possession to all of the Company Capital Stock, then each of the Surviving Corporation, Parent and the officers and directors of each of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise names to take, and will take, all such lawful and necessary or desirable action, so long as such action is not inconsistent with this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Textura Corp), Merger Agreement (Best Buy Co Inc)

Taking of Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and Agreement, to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Company or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of the Surviving CorporationCompany, Parent and the officers and directors of each of the Surviving Corporation Company and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Merger Agreement (Simulations Plus, Inc.), Merger Agreement (Coupa Software Inc)

Taking of Further Action. If 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, Company and Merger Sub or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of a 100% ownership interest in the Surviving Corporation, Parent and the officers and directors of each of the Surviving Corporation Company and Parent Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary and/or desirable action.

Appears in 2 contracts

Samples: Merger Agreement (Embarcadero Technologies Inc), Merger Agreement (Embarcadero Technologies Inc)

Taking of Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement Article I and to vest the Surviving Corporation with full right, title and possession to all assets, propertyAssets, rights, privileges, powers and franchises of the Company, or to vest Parent with full right, title Company and possession to all of the Company Capital Stock, then each of the Surviving CorporationMerger Sub, Parent and the officers and directors of each of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise names to take, and 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 (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc)

Taking of Further Action. If If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement Article I and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, or to vest Parent with full right, title Company and possession to all of the Company Capital Stock, then each of the Surviving CorporationMerger Sub, Parent and the officers and directors of each of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise names to take, and will shall take, all such lawful necessary or desirable action, so long as such action is not inconsistent with this Agreement, and necessary actionall such action as may be required by Law.

Appears in 2 contracts

Samples: Merger Agreement (Capnia, Inc.), Merger Agreement (Amicus Therapeutics Inc)

Taking of Further Action. 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, or to vest Parent with full rightParent, title and possession to all of the Company Capital StockMerger Sub, then each of the Surviving Corporation, Parent and the officers and directors of each of the Surviving Corporation Company, Parent and Parent Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and reasonably necessary action.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Salesforce Com Inc)

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Taking of Further Action. If 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 Companyeither of Acquiror or Target, or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of the Surviving Corporation, Parent and the officers and directors of each the Surviving Corporation are fully authorized, in the name of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement (Pre Paid Legal Services Inc)

Taking of Further Action. If at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and Agreement, to vest the Surviving Corporation LLC with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Company or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of the Surviving CorporationCompany, Parent and the officers and directors of each of the Surviving Corporation Company and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement (Coupa Software Inc)

Taking of Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and including, without limitation, to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, or to vest Parent with full right, title and possession to all of the Company Capital StockMembership Interests, then each of the Surviving CorporationCompany, Parent and the managers, officers and directors of each of the Surviving Corporation Company and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Appears in 1 contract

Samples: Merger Agreement (Level Brands, Inc.)

Taking of Further Action. If 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 Companyeither of Sub or Target, or to vest Parent with full right, title and possession to all of the Company Capital Stock, then each of the Surviving Corporation, Parent and the officers and directors of each the Surviving Corporation are fully authorized, in the name of the Surviving Corporation and Parent are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Palweb Corp)

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