Common use of Taking of Necessary Action; Further Action Clause in Contracts

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent 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.

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 title, and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent 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.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent 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.

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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub the Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.

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, Parent, Sub, Parent and the Surviving Corporation and the officers and directors of the Company, Parent and 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.

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, Parent, Company and Merger Sub, the directors and the officers and directors of the Company, Parent Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, shall take all such lawful and necessary action.

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 CompanyTarget, Parent, Sub, and the officers and directors of the Company, Parent 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.

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, Parent, Parent and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Acquiror Sub, and the officers and directors of the Company, Parent Acquiror and 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.

Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further lawful and necessary 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, Sub, ; and the officers officers, managers and directors of the Company, Parent Company and Sub the Surviving Corporation are fully authorized in their respective names and in the name of their respective corporations or otherwise Merger Sub to take, and will take, all such lawful and necessary take action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, the directors and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Surviving Company shall take all such lawful and necessary actionaction on behalf of the Company and Merger Sub.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully Surviving Corporation shall be authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary action.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are the Surviving Corporation shall be fully authorized (in the name of their respective corporations or otherwise Merger Sub, Company, the Surviving Corporation and otherwise) to take, and will take, take all such lawful and necessary action.

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, Parent, Sub, and the officers and directors of the Company, Parent and 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.

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, Parent, Merger Sub, and 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 shall take, all such lawful and necessary action.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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 title, and possession to all assetsContracts, propertyProperty, rights, privileges, privileges and powers and franchises of the Company, Parent, Company and Merger Sub, and 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 the Company and Parent shall cause them to take, all such lawful and necessary action.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Company will take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Company and Sub, and the officers and directors of the Company, Parent Company and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 Final Surviving Corporation Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Subthe Subs, and the officers and directors of the Company, Parent and Sub the Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Corporation will take, take all such lawful and necessary action.

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, Parent, Merger Sub, and 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.

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, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations entities or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parentthe then current officers and directors or managers, Subas applicable, of Parent and Merger Sub and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Company shall take all such lawful and necessary action.

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, Parent, Company and Merger Sub, and the officers and directors of Parent, the Company, Parent 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.

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

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub 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.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of Company and the CompanyMerger Sub, Parent and 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.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company 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.

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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are Surviving Corporation shall be fully authorized in the name of their respective corporations or otherwise to take, and will take, shall take all such lawful and necessary action.

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, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and 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.

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, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and 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.

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, Parent, Company and Merger Sub, and the officers and directors of the CompanyParent, Parent 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.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Company will take, take all such lawful and necessary action, so long as such action is consistent with this Agreement.

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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Companyof, Parent and Sub the Surviving 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 consistent with this Agreement.

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, Parent, Sub, the Surviving Corporation and the officers and directors of the Company, Parent and 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.

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, Parent, Company and Acquisition Sub, and the officers and directors of the Company, Parent Company and Acquisition 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.

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, Parent, Sub, Merger Sub and 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.

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 CompanyCompany and DYHP Acquisition, Parent, Sub, and the officers and directors of the Company, Parent and Sub are the Surviving Corporation shall be fully authorized (in the name of their respective corporations or otherwise DYHP Acquisition, Company, the Surviving Corporation and otherwise) to take, and will take, take all such lawful and necessary action.

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, Parent, Merger Sub, and 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.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub 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.

Taking of Necessary Action; Further Action. If 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, Parent, Sub, and the officers and directors of the Company, Parent and Sub 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.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Company will take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company and Merger Sub are shall be fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CompanyTarget, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub the Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.

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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent Surviving Corporation and Sub Buyer are fully authorized in the name of their respective corporations or otherwise to take, and will take, take all such lawful and necessary actionreasonable action in furtherance thereof.

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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and 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.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent Company and 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.

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, Parent, Company and Acquisition Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized authorized, in the name of their respective corporations or otherwise the Company and Acquisition Sub respectively, to take, and will take, take all such lawful and necessary action.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation and each of their respective subsidiaries 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.

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 LLC with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, Parent and the Surviving LLC and the officers and directors of the Company, Parent and Sub the Surviving LLC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Sub, and the officers and directors of the Company, Parent and Sub 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.

Taking of Necessary Action; Further Action. If 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 in the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub 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.

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 title, and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub 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.

Taking of Necessary Action; Further Action. If If, at any time ------------------------------------------ after the Effective Time, any reasonable and lawful further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of either of the CompanyConstituent Corporations, Parent, Sub, and the officers and directors of the Company, Parent and Sub such corporations are fully authorized in the name of their respective corporations corporation or otherwise to take, and will shall take, all such lawful and necessary action.

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 Purchaser with control over, and to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the CompanyCompany and the Stockholder Representative will and are hereby authorized to, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to takeotherwise, and will take, take all such lawful and necessary actionaction as may be requested by the Purchaser.

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, rights and title to and possession to of all assets, propertyproperties, rights, privileges, powers immunities and franchises of either the Company, Parent, Company or Merger Sub, and the officers and directors of the Company, Parent and 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.

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, Parent, Sub, and the officers and directors of the Company, Parent and Sub Company are fully authorized in the name of their respective corporations the Company or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 CompanyConstituent Corporations, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Constituent Corporations will take, take all such lawful and necessary action.

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 Corp with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, the then current officers and directors of Parent and Merger Sub and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, Company shall take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If at any time after the Effective Time, 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, Parentthen the officers, Sub, directors and the officers and directors employees of the Company, Parent and Sub Subsidiary are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Sub, and the officers and directors of the Company, Company and Parent and 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.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Corporation will take, take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Sub, and the officers and directors of the Company, Parent and Sub Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 or to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Surviving Corporation and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will use their reasonable efforts to take, all such lawful and necessary reasonable action.

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, Parent, Company and Merger Sub, and 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.

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 required by this Agreement and to be taken to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to takeCompany will, and will takeare hereby authorized to, all take such action as may be reasonably requested by the Purchaser to the extent lawful and necessary actionreasonably practicable.

Taking of Necessary Action; Further Action. If If, at any time after the Effective Time, any further action is necessary or reasonably desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full rightright to, title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name and on the behalf of their respective corporations Company or the Surviving 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.

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, Parent, Sub, and the officers and directors of the Companyof, Parent and 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 consistent with this Agreement.

Taking of Necessary Action; Further Action. If 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 Insurance Company, Parent, Sub, and the officers and directors of the Company, Insurance Company and APSG Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and the Insurance Company and APSG Parent will cause them to take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Company and Parent, Sub, and the officers and directors of the Company, Company and Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Sub, Acquiror and the officers and directors of the Company, Parent Company and Sub Acquiror are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If at any time after the ------------------------------------------ Effective Time, 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, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Parent and Merger Sub, and 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.

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, Parent, Merger Sub, and the officers and directors of the Company, Parent and Sub Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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 CompanyCompany and TPI, Parent, Sub, and the officers and directors of the Company, Parent Company and Sub TPI are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 CompanyCompany and Acquiror, Parent, Sub, and the officers and directors of the Company, Parent Acquiror and Sub are fully authorized in the name of their respective corporations or otherwise to take, and Surviving Corporation will take, take all such lawful and necessary actionor desirable action in the name of the Company or Acquiror.

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 title, interest and possession to all assets, propertyproperties, rights, privileges, powers and franchises of the CompanySub 2, then Sub 1 and Parent, Sub, and the officers and directors of the Company, Sub 1 and Parent and Sub are fully authorized authorized, in the name and on behalf of their respective corporations or otherwise Sub 2, to take, and will take, take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; 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 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, Sub, and the officers and directors of the CompanySurviving Corporation and Parent, Parent and Sub their respective Affiliates are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. If 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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent Company 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.

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 or to vest the Surviving Corporation with full right, right and title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company, Parentthen except to the extent provided elsewhere herein, Sub, and the officers and directors of the Company, Parent and Sub 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 or desirable action.

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, Parent, Company and Merger Sub, and the officers and directors of the Company, Parent and 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 and/or desirable action.

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 or intent 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, Company and Sub, the directors and officers of Parent and the officers and directors of Surviving Corporation shall have the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise authority to take, and will take, take all such lawful and necessary action.

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, Parent, Sub, Target and the officers and directors of the Company, Parent Parent, Target and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent Company and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub Surviving Corporation are fully authorized in the name and on behalf of their respective corporations the Company or otherwise otherwise, to taketake all lawful action necessary or desirable to accomplish such purpose or acts, and will take, all such lawful and necessary actionexcept to the extent inconsistent with this Agreement.

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, Parent, Company and Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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, Parent, Sub, Newco and the officers and directors of the Company, Parent and Sub Newco are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

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 Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub the Surviving Entity are fully authorized in the name of their respective corporations or entity or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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 Acquiror with control over, and to vest the Surviving Corporation with full right, title and possession to to, all assets, property, rights, privileges, powers and franchises of the CompanyTarget, Parent, Sub, and the officers and directors of the CompanyTarget, Parent Acquiror and Merger Sub are fully authorized shall, in the name of their respective corporations or otherwise to takeotherwise, and will take, take all such lawful and necessary actionaction as may be requested by Acquiror.

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 CompanyPSI, Parent, Sub, and the officers and directors of PSI and the Company, Parent and Sub 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.

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 title, interest in and possession to all assets, propertyproperties, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.the

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, Parent, Sub, and the officers and directors of Parent, the Company, Parent Company and Sub the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will may take, all such lawful and necessary action, so long as such action is not prohibited by this Agreement.