Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 42 contracts
Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.), Agreement and Plan of Merger (Global Blockchain Acquisition Corp.), Agreement and Plan of Merger (SEP Acquisition Corp.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 41 contracts
Samples: Agreement and Plan of Merger (Streamline Health Solutions Inc.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Aduddell Industries Inc)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 32 contracts
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc), Agreement and Plan of Reorganization (Inktomi Corp), Stockholders Agreement (Genstar Therapeutics Corp)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 22 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.), Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Biogold Fuels CORP)
Taking of Necessary Action; Further Action. If, at any time after the Effective TimeClosing, 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 interest in, to and under, or possession to of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub Surviving Corporation are fully authorized in the name and on behalf of their respective corporations the Company and Merger Sub, to take all lawful action necessary or otherwise desirable to take, and will take, all accomplish such lawful and necessary actionpurpose or acts, so long as such action is not inconsistent with this Agreement.
Appears in 19 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.), Registration Rights Agreement (CSLM Acquisition Corp.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with . Parent shall cause Merger Sub to perform all of its obligations relating to this AgreementAgreement and the transactions contemplated hereby.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (On Technology Corp)
Taking of Necessary Action; 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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Company and Merger Sub Surviving Corporation are fully authorized in the name and on behalf of their respective corporations the Company or otherwise otherwise, to take, and will take, take all lawful action necessary or desirable to accomplish such lawful and necessary actionpurpose or acts, so long as such action is not inconsistent with this Agreement.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Mesa Laboratories Inc /Co/), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger (Soefl Inc.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc), Agreement and Plan of Merger (Entrust Inc)
Taking of Necessary Action; 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 Target and Merger Sub, the officers and directors of the Company Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Paypal Inc)
Taking of Necessary Action; 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 Target and Merger Sub, the officers and directors of the Company Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with . Parent shall cause Merger Sub to perform all of its obligations relating to this AgreementAgreement and the transactions contemplated thereby.
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Network Associates Inc)
Taking of Necessary Action; 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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger SubCompany, the officers and directors of Merger Sub and the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Kairous Acquisition Corp. LTD), Agreement and Plan of Merger (HHG Capital Corp), Business Combination Agreement (Ace Global Business Acquisition LTD)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such further action is necessary or reasonably desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Edwards J D & Co), Agreement and Plan of Reorganization (New Era of Networks Inc)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger and Reorganization (At Plan Inc), Agreement and Plan of Merger (Sopheon PLC), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
Taking of Necessary Action; 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 Target and Merger Sub, the officers and directors of the Company Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (Hoovers Inc), Agreement and Plan of Reorganization (Telecommunication Systems Inc /Fa/)
Taking of Necessary Action; 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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company Merger Sub and Merger Subthe Company, the officers and directors of the Company and Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (ASPAC I Acquisition Corp.), Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)
Taking of Necessary Action; 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 and Merger SubTarget, the officers and directors of the Company Target and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Ariba Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Taking of Necessary Action; 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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company SPAC and Merger Sub, the officers and directors (or their designees) of the Surviving Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 7 contracts
Samples: Business Combination Agreement (Arogo Capital Acquisition Corp.), Business Combination Agreement (M3-Brigade Acquisition III Corp.), Agreement and Plan of Merger (Sizzle Acquisition Corp.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so as long as such action is not inconsistent with this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Taking of Necessary Action; 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 and Merger Acquiror Sub, the officers and directors of the Company Company, Acquiror and Merger Acquiror Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Samples: And Restated Agreement and Plan of Merger (Royal Gold Inc), Agreement and Plan of Merger (Battle Mountain Gold Exploration Corp.), Agreement and Plan of Merger (Quovadx Inc)
Taking of Necessary Action; 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 Purchaser and Merger Sub, the officers and directors of the Company Purchaser and Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Samples: Business Combination Agreement (Aetherium Acquisition Corp), Business Combination Agreement (Evo Acquisition Corp), Business Combination Agreement (Tiberius Acquisition Corp)
Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Genesys Telecommunications Laboratories Inc), Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc)
Taking of Necessary Action; 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 and the Merger Sub, the officers and directors of the Company and the Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mobilepro Corp), Agreement and Plan of Merger (Inferx Corp), Agreement and Plan of Merger (Inferx Corp)
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc), Agreement and Plan of Reorganization (Looksmart LTD), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Collegelink Com Incorp), Agreement and Plan of Reorganization (Sagent Technology Inc), Agreement and Plan of Reorganization (Sagent Technology Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with . Parent shall cause Merger Sub to perform all of its obligations relating to this AgreementAgreement and the transactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Progress Software Corp /Ma)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub Surviving Corporation are fully authorized in the name of their respective corporations or otherwise and on behalf of the Company and Merger Sub to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Mastering Inc)
Taking of Necessary Action; 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 Target and Merger Sub, the officers and directors of the Company Target and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc)
Taking of Necessary Action; Further Action. If, If at any time after the Effective Time, Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and or Merger Sub, the officers and board of directors of the Surviving Company and Merger Sub are will be fully authorized in the name of their respective corporations the Company or otherwise Merger Sub, as the case may be, to take, take and will take, shall take any and all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Molekule Group, Inc.), Agreement and Plan of Merger (Starco Brands, Inc.), Agreement and Plan of Merger (Experience Investment Corp.)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Micromuse Inc), Agreement and Plan of Merger and Reorganization (About Com Inc)
Taking of Necessary Action; 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 following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors or members, as applicable, (or their designees) of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (CM Life Sciences II Inc.)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Spansion Inc.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with . Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement.Agreement and the transactions contemplated thereby. ARTICLE II
Appears in 5 contracts
Samples: Exhibit 2 Agreement (Transcend Therapeutics Inc), Agreement and Plan Of (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Informix Corp)
Taking of Necessary Action; 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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company Company, Parent and Merger Sub are fully authorized in the name of shall cause their respective corporations or otherwise officers to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Alderwoods Group Inc), Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (E Loan Inc)
Taking of Necessary Action; 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 Buyer and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Visual Networks Inc), Agreement and Plan of Merger (Trusted Information Systems Inc), Agreement and Plan of Merger (Visual Networks Inc)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Parent and Merger Sub, the officers and directors of the Company Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 4 contracts
Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (HighPeak Energy, Inc.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in immediately prior to the name of their respective corporations or otherwise to take, and Effective Time will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Efficient Networks Inc)
Taking of Necessary Action; 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 and Merger Sub, the current officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Digital Insight Corp), Agreement and Plan of Merger (Digital Insight Corp), Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger SubCompany, respectively, the then-current officers and directors of the Surviving Company and Merger Sub the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is lawful and necessary and not inconsistent with this Agreement.
Appears in 4 contracts
Samples: Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intertrust Technologies Corp), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Fidelio Acquisition Co LLC)
Taking of Necessary Action; 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, propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations corporations, or otherwise otherwise, to take, and they will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (TBC Corp)
Taking of Necessary Action; 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 and Merger SubWatsxx Xxx, the officers and directors of the Company and Merger Sub Watsxx Xxx are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Theratech Inc /De/), Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub are hereby fully authorized in the name of their respective corporations corporation or otherwise to take, and will use all good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Itxc Corp), Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Purchaser and Merger Sub, the officers and directors of the Company Purchaser and Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Business Combination Agreement (Edoc Acquisition Corp.), Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Twelve Seas Investment Co)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Shareholder Agreement (Integrated Measurement Systems Inc /Or/), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp)
Taking of Necessary Action; 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 and Merger Sub, the current officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Lock Up Agreement (Secure Computing Corp), Agreement and Plan of Merger and Reorganization (Realnetworks Inc), Agreement and Plan of Merger (Avocent Corp)
Taking of Necessary Action; 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 and Merger SubSeller, the officers and directors of the Company and Merger Sub are Surviving Corporation shall be fully authorized in the name of their respective corporations Seller, or otherwise to take, and will Buyer and Seller shall cause such officers and directors to take, all such lawful and necessary action, so long as such action is not inconsistent with this the Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Atlas Minerals Inc), Agreement and Plan of Merger (Atlas Minerals Inc), Agreement and Plan of Merger (Atlas Minerals Inc)
Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company Surviving Corporation shall be and Merger Sub are fully authorized and directed, in the name of their respective corporations or otherwise and on behalf of the Company and Merger Sub, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Document Security Systems Inc), Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Driftwood Ventures, Inc.)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Merger Sub as required by the Company and Merger SubBVI Act, the officers and directors of the Company MICT and Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use commercially reasonable efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.), Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement. Parent shall cause Merger Sub to perform fully all of its obligations relating to this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Excite Inc), Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Merger (MFW Acquisition Corp)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub Surviving Corporation are fully authorized in the name of their respective corporations corporation or otherwise to take, and will use good faith efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of will use their respective corporations or otherwise reasonable best efforts to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Taking of Necessary Action; Further Action. If, at any time after the Effective TimeDate, 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 title, and possession to all assets, property, rights, privileges, powers powers, and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (EMAV Holdings, Inc.), Agreement and Plan of Merger (Becoming Art Inc), Agreement and Plan of Merger (Becoming Art Inc)
Taking of Necessary Action; 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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company Merger Sub and Merger Subthe Company, the officers and directors of the Company and Merger Sub and the Company are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aimfinity Investment Corp. I), Agreement and Plan of Merger (Goldenbridge Acquisition LTD), Agreement and Plan of Merger (Goldenbridge Acquisition LTD)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such 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 powers, and franchises of the Company and Merger Sub, the officers and directors of the Company Company, Parent, and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and the Company and Parent will cause them to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Iris International Inc), Merger Agreement (Prime Medical Services Inc /Tx/), Merger Agreement (Iris International Inc)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Growth Tech Acquisition Corp.), Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)
Taking of Necessary Action; 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 Seller and Merger Sub, the officers and directors of the Company Seller and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vizacom Inc), Agreement and Plan of Merger (Dwango North America Corp), Agreement and Plan of Merger (Vizacom Inc)
Taking of Necessary Action; Further Action. If, at any time after the Transaction Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Transaction Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 3 contracts
Samples: Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Infinity Cross Border Acquisition Corp)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger SubCompany, respectively, the then-current officers and directors of the Surviving Company and Merger Sub the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is lawful and necessary and not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (VASO Corp), Business Combination Agreement (Achari Ventures Holdings Corp. I)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company SPAC and Merger Sub, the officers and directors of the Company SPAC and Merger Sub Holdings are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)
Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with Entity full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company Surviving Entity shall be and Merger Sub are fully authorized and directed, in the name of their respective corporations or otherwise and on behalf of the Company and Merger Sub, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FORM Holdings Corp.), Agreement and Plan of Merger (Key Hospitality Acquisition CORP)
Taking of Necessary Action; Further Action. If, at any time after the Second Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company 2 with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSub 2, the officers and directors of the Company and Merger Sub 2 are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (American Resources Corp), Business Combination Agreement (AI Transportation Acquisition Corp)
Taking of Necessary Action; 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 following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Company, then the Surviving Corporation, Merger Sub and Merger Sub, the their respective officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Landcadia Holdings III, Inc.), Agreement and Plan of Merger (Hillman Companies Inc)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of the Company and Merger Sub the Surviving Entity are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Providence Service Corp), Agreement and Plan of Merger (Providence Service Corp)
Taking of Necessary Action; 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 and Merger SubTarget, the officers and directors of the Company and Target, Merger Sub and the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ashford Com Inc), Agreement and Plan of Reorganization (Ashford Com Inc)
Taking of Necessary Action; 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 all right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subits assets (including, without limitation, all rights to the Company Intellectual Property), the officers and directors of the Company Company, Parent and Merger Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Confidentiality and Intellectual Property Agreement (Implant Sciences Corp), Agreement and Plan of Merger and Reorganization (Biodelivery Sciences International Inc)
Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with Company full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of the Company Target and Merger Sub, the officers and directors managing members of the Surviving Company shall be and Merger Sub are fully authorized and directed, in the name of their respective corporations or otherwise and on behalf of Target and Merger Sub, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Authentidate Holding Corp), Agreement and Plan of Merger (Authentidate Holding Corp)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective TimeDate, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (AlphaVest Acquisition Corp.), Business Combination Agreement (TradeUP Global Corp)
Taking of Necessary Action; 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, propertyproperties, rights, privileges, powers and franchises of the Company and Merger SubNewco, the officers and directors of the Company and Merger Sub Newco are fully authorized in the name of their respective corporations corporations, or otherwise otherwise, to take, and will they shall take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc), Agreement and Plan of Merger (LOC Acquisition CO)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company SPAC and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (Keyarch Acquisition Corp), Business Combination Agreement (Global SPAC Partners Co,)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subthe Subsidiary, the officers and directors of the Company and Merger Sub the Subsidiary are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with . 24/7 shall cause the Subsidiary to perform all of its obligations relating to this AgreementAgreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (24/7 Media Inc)
Taking of Necessary Action; 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 Computervision and Merger Sub, the officers and directors of the Company Computervision and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Taking of Necessary Action; 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 and Company, Acquiror, Merger Sub, and the officers and directors of the Company Company, Acquiror and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Smith Micro Software Inc)
Taking of Necessary Action; 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 Target and the Merger Sub, the officers and directors of the Company Target and the Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lantis Laser Inc.), Agreement and Plan of Merger (Lantis Laser Inc.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their former respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.. ARTICLE II
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Taking of Necessary Action; 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 518 and Merger Sub, the officers and directors of the Company 518 and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.. SECTION TWO
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amera Link Inc), Agreement and Plan of Merger (Amera Link Inc)
Taking of Necessary Action; Further Action. If, at any time after the Initial Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company Merger Sub 1 and Merger Subthe Holdco, the officers and directors of the Company and Merger Sub 1 and the Holdco are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plutonian Acquisition Corp.), Agreement and Plan of Merger (Aquaron Acquisition Corp.)
Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Merger Agreement and to vest the Surviving Corporation with full rightrights, title and possession to all assets, propertyproperties, rights, privileges, powers immunities and franchises of either the Company and or Merger Sub, the officers and directors of the Company and Merger Sub each such corporation are fully authorized in the name of their respective corporations such corporation or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bionx Implants Inc), Agreement and Plan of Merger (Conmed Corp)
Taking of Necessary Action; 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 and Merger Sub, the current officers and directors of the Company and Merger Sub are fully authorized in will, to the name of their respective corporations or otherwise to takeextent reasonable, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mih LTD), Agreement and Plan of Merger (Spyglass Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger and Reorganization (E Trade Group Inc)
Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to of all assetsproperties, propertyAssets, rights, privileges, powers and franchises of the Company and Merger Sub, then the officers and directors of the Company and Merger Sub the Surviving Corporation shall be and are fully authorized and directed, in the name of and on behalf of their respective corporations or otherwise corporations, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO)
Taking of Necessary Action; 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 and the Merger SubSubsidiary, the officers and directors of the Company and the Merger Sub Subsidiary are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Laureate Education, Inc.), Agreement and Plan of Merger (Precise Software Solutions LTD)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their former respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Alarm Services Group Inc), Agreement and Plan of Merger (Integrated Alarm Services Group Inc)
Taking of Necessary Action; 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Aspect Software Group Holdings Ltd.)
Taking of Necessary Action; 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 title, and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name manner of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc), Agreement and Plan of Reorganization (Netopia Inc)
Taking of Necessary Action; 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 and Merger SubSub or to vest Parent with a 100% ownership interest in the Surviving Corporation or to vest the Company Stockholders with the Parent Common Stock to which they are entitled hereunder and for other actions required under this Agreement, the officers and directors of the Company and 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, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Network Associates Inc), Agreement and Plan of Reorganization (Network Associates Inc)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub Surviving Corporation are fully authorized in the name of their respective corporations the Company and Merger Sub or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermolase Corp), Agreement and Plan of Merger (Thermotrex Corp)
Taking of Necessary Action; 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 and Merger SubCompany, the officers and directors of Company immediately prior to the Company and Merger Sub Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Digital Island Inc), Shareholder Agreement (Digital Island Inc)
Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will the Company and Merger Sub shall cause them to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Software Com Inc), Merger Agreement (Software Com Inc)
Taking of Necessary Action; 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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company SPAC and Merger Sub, the officers and directors or members, as applicable (or their designees) of the Surviving Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (HH&L Acquisition Co.), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company Purchaser and Merger Sub, the officers and directors of the Company Purchaser and Merger Sub are fully authorized authorised in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Lock Up Agreement (Vertical Aerospace Ltd.), Lock Up Agreement (Broadstone Acquisition Corp.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with . Purchaser shall cause Merger Sub to perform all of its obligations relating to this AgreementAgreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zarlink Semiconductor Inc), Agreement and Plan of Merger (Zarlink Semiconductor Inc)
Taking of Necessary Action; 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 and Company, Parent, Merger Sub, and the officers and directors of the Company Company, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compuware Corp), Agreement and Plan of Merger (Compuware Corp)
Taking of Necessary Action; 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 and the Merger Sub, the officers and directors of the Company and the Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will each of them shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champions Biotechnology, Inc.)
Taking of Necessary Action; 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 and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Escrow Agreement (Getthere Com)
Taking of Necessary Action; 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 following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the applicable directors and officers and directors of the Company and Merger Sub (or their designees) are fully authorized in the name of their respective corporations corporations/companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panacea Acquisition Corp)
Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Corporation with full right, title and possession to of all properties, assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company Surviving Corporation shall be and Merger Sub are fully authorized authorized, in the name of their respective corporations and on behalf of any of the Company, Merger Sub or otherwise the Surviving Corporation, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caliper Life Sciences Inc)
