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

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and the Merger Sub, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and the Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Closing, 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 interest inpossession of all properties, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation shall be and are fully authorized authorized, in the name of and on behalf of any of the Company and Company, Merger SubSub or the Surviving Corporation, to take take, or cause to be taken, all such lawful and necessary action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger SubCompany, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and the Merger Sub, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and the Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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 interest in, possession to and under, or possession of, 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 Surviving Corporation Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company will take, all such lawful and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Closing, 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 title, interest and interest inpossession of all properties, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation shall be and are fully authorized authorized, in the name of and on behalf of any of the Company and Company, Merger SubSub or the Surviving Corporation, to take take, or cause to be taken, all such lawful and necessary action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation and the Final Surviving Corporation with full right, title and interest in, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the First Step Surviving Corporation and the Final Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Closing, 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 title, interest and interest inpossession of all properties, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCorp, the officers and directors of the Surviving Corporation shall be and are fully authorized authorized, in the name of and on behalf of any of the Company and Company, Merger SubCorp or the Surviving Corporation, to take take, or cause to be taken, all such lawful and necessary action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, or and/or possession of, all assets, property, rightsright, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, If at any time after the Closing, 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, possession to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger (excluding those belonging to the Products Division), Parent, Sub, and the officers and directors of the Surviving Corporation Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company will take, all such lawful and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreementaction.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Corporation Company with full right, title and interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Final Surviving Corporation Company are fully authorized in the name and on behalf of the Company and Merger SubCompany, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, If at any time after the Closing, Closing Date 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, possession to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Subthe Transitional Subsidiary, the officers and directors of the Surviving Corporation Company, the Purchaser and the Transitional Subsidiary are fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company will take, all such lawful and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, or and/or possession of, all assets, property, rights, privileges, powers and franchises of Holdco after the Company and Merger SubReorganization, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger SubHoldco or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors managers of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this AgreementAgreement or any of the other Transaction Documents.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective 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, possession to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation are shall be fully authorized in the name and on behalf of either or both of the Company or Merger Sub or otherwise to take, and Merger SubParent and the Company shall cause such officers and directors to take, to take all such lawful action and necessary or desirable to accomplish such purpose or actsaction, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time xx.xx after the Closing, 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 title, and interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers powers, and franchises of the Company and Merger SubCompany, the officers officers, managers, and directors members of the Surviving Corporation Company are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation or the Final Surviving Entity with full right, title and interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the First Step Surviving Corporation and the managers of the Final Surviving Entity are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Subthe Subsidiaries, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subthe Subsidiaries or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the ClosingEffective Time, any further action is necessary or desirable to carry out or further the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, or and/or possession 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 Surviving Corporation Company are fully authorized in the name of their respective corporations or otherwise to take, and on behalf of the Company will take, all such lawful and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or actsaction, so long as such action furthers the objectives of and is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation with full right, title and interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the First Step Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 interest in, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation Company are fully authorized in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of Parent and the Surviving Corporation are fully authorized in the name and on behalf of the Company and Merger Sub, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Subthe Subsidiary, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subthe Subsidiary or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers powers, and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger SubSub or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation Entity are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Closing, 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 interest inpossession of all properties, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Corporation shall be and are fully authorized authorized, in the name of and on behalf of any of the Company and Company, Merger SubSub or the Surviving Corporation, to take take, or cause to be taken, all such lawful and necessary action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation or Surviving Entity, as applicable, with full right, title and interest in, to and under, or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSubs, the officers and directors of the Surviving Corporation Entity are fully authorized in the name and on behalf of the Company and Merger SubSubs, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First Step Surviving Corporation and the Final Surviving Entity with full right, title and interest in, to and under, or and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the First Step Surviving Corporation and the managers of the Final Surviving Entity are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Taking of Necessary Action; Further Action. If, at any time after the Closing, 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 of, all assets, property, rights, privileges, powers and franchises of the Company and Merger SubCompany, the officers and directors of the Surviving Corporation are fully authorized authorized, in the name and on behalf of the Company and Merger Subor otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.