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 Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company Target and Merger Sub, the officers and directors of Company Target and Merger Sub immediately prior to the Effective Time 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.

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 Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior will use their reasonable best efforts to the Effective Time 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 Company and Merger Sub, the current officers and directors of the Company and Merger Sub immediately prior to the Effective Time 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 Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 ------------------------------------------ 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time 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 Company and Merger SubCompany, the officers and directors of Company and Merger Sub immediately prior to the Effective Time are fully authorized 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 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior will, to the Effective Time will extent reasonable, 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 to and possession to of all assets, property, rights, privileges, powers and franchises of Company and Merger Subthe Company, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time 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 ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Acquiror and the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger SubTarget, the officers and directors of Company Target, Acquiror and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 ------------------------------------------ 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, Parent and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and the Company and Merger Sub immediately prior shall cause them to the Effective Time will take take, all such lawful and necessary action.

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

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the officers and directors of Company Parent and the Surviving Corporation shall be fully authorized (in the name of Merger Sub immediately prior Sub, Company, the Surviving Corporation and otherwise) to the Effective Time will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company Oplink and Merger Sub, the officers and directors of Company Oplink and Merger Sub immediately prior to the Effective Time 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 and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time Surviving Corporation 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time 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 Company and Merger Sub, the officers and directors of Company Company, Parent and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 Effective TimeClosing 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 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 immediately prior to the Effective Time 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 and Merger Sub, the directors and officers and directors of Company and Merger Sub immediately prior to the Effective Time will Surviving Corporation shall take all such lawful and necessary action.action on behalf of the Company and Merger Sub. Table of Contents ARTICLE III

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective Time, any further lawful action is reasonably necessary or desirable to carry out effect the purposes of transactions required by this Agreement and to vest the Surviving Continuing Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Subthe Company, the officers and directors of Company the Continuing Corporation and Merger Sub immediately prior to the Effective Time EHL will take all such lawful and reasonably necessary action.

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 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 immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 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 immediately prior to the Effective Time will take all such lawful and necessary action.. ARTICLE 2

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

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

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company East and Merger Sub, the officers and directors of Company East and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time take, and 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, 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 (and, from and after the effectiveness of the Upstream Merger, the surviving entity of the Upstream 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 of the Company and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 and Merger SubSubsidiary, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Subsidiary will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Subthe Company, the officers and directors of Company the Surviving Corporation are fully authorized to take, and Merger Sub immediately prior to the Effective Time 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 and Merger SubSub or to vest Splash with a 100% ownership interest in the Surviving Corporation, the officers and directors of the Surviving Corporation are fully authorized in the name of the Company and Merger Sub immediately prior the Surviving Corporation or otherwise to the Effective Time take, and will take take, all such lawful and necessary actionand/or desirable 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 Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger SubDiagnostics, the officers and directors of Company B2B and Merger Sub immediately prior Diagnostics are fully authorized in the name of their respective corporations or otherwise to take, and the Effective Time Parties will take cause them to take, all such lawful and necessary action.

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

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time take, and 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, 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, the officers and directors of Company the Company, Parent and Merger Sub immediately prior the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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, 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 the Merger SubSubs, the officers and board of directors of the Surviving Company will be fully authorized in the name of the Company or the Merger Subs, as the case may be, to take and Merger Sub immediately prior to the Effective Time will shall take any and 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.. ARTICLE II

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective TimeClosing 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 possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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, Parent and the officers Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and directors of Company and Merger Sub immediately prior to the Effective Time will take take, all such lawful and necessary and/or desirable 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 Company and Merger Subthe Company, the officers and directors of Company the Surviving Corporation are fully authorized to take, and Merger Sub immediately prior to the Effective Time 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 and Merger SubSubsidiary, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Subsidiary will take all such lawful and necessary action.. ARTICLE II

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

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.

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

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 Splash with a 100% ownership interest in the Surviving Corporation, the officers and directors of the Surviving Corporation are fully authorized in the name of the Company and Merger Sub immediately prior the Surviving Corporation or otherwise to the Effective Time take, and will take take, all such lawful and necessary actionand/or desirable 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 and Merger Sub, the directors and officers and directors of Company and Merger Sub immediately prior to the Effective Time will Surviving Corporation shall take all such lawful and necessary action.action on behalf of the Company and Merger Sub. ARTICLE III

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

Taking of Necessary Action; Further Action. If, at any time after ------------------------------------------ the Effective TimeTime of Merger I, 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 Company and the Merger SubSubs, the current officers and directors of the Company and the Merger Sub immediately prior to the Effective Time Subs 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 Company and Merger Sub, the officers and directors of Company Parent and the Surviving Corporation shall be fully authorized (in the name of Merger Sub immediately prior Sub, Company, the Surviving Corporation and otherwise) to the Effective Time 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, right and title to and possession to of all assets, property, rights, privileges, powers and franchises of the Company and Merger SubSubsidiary, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Subsidiary 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 Company and Merger SubCompany, the officers and directors of Company and Merger Sub immediately prior to the Effective Time are fully authorized 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 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 Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time 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 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 immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 and Merger Sub, the officers and directors of Company the Company, Parent and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 Company Target and Merger Sub, the officers and directors of Company Target and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 ------------------------------------------ following the Effective Time, any further action is necessary or desirable to carry out the purposes and 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time will shall take all such lawful and necessary actionaction as is reasonably required.

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 immediately prior to the Effective Time 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 Company as the Surviving Corporation surviving corporation of the Company Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.and

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 immediately prior are fully authorized in the name of their respective legal entities or otherwise to the Effective Time 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 Company with full right, title and possession to all assets, property, property rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors managers of the Surviving Company, in the name and on behalf of the Company and Merger Sub immediately prior to the Effective Time Sub, will take all such lawful and necessary action.

Taking of Necessary Action; Further Action. If, at any time after the ------------------------------------------ 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 Company the Impulse Buy and Merger Sub, the officers and directors of Company the Impulse Buy and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 in order to carry out the purposes and intent of this Agreement and Agreement, to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company Spinco and Merger Sub, the officers and directors of the Surviving Corporation and the Company and Merger Sub immediately prior shall be fully authorized to the Effective Time 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 Company and Merger Sub, the officers and directors of Company and Merger Sub immediately prior to the Effective Time 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior to the Effective Time will take all such lawful and necessary action.. ARTICLE II

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 immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time take, and 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, at any time after following ------------------------------------------ the Effective Time, any further action is necessary or desirable to carry out the purposes and 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 and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time will shall 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 all right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subits assets, the officers and directors of Company the Company, Parent and Merger Sub immediately prior the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 ------------------------------------------ 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 Company and Merger Sub, the current officers and directors of Company and Merger Sub immediately prior will, to the Effective Time will extent reasonable, 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 Company and Merger SubCompany, the officers and directors of Company Company, Parent and Merger Sub immediately prior the Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to the Effective Time 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 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 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 immediately prior to the Effective Time 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 ------------------------------------------ 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 Company and Merger SubTarget, the officers and directors of Company Target and Merger Sub immediately prior are fully authorized in the name of their respective corporations or otherwise to the Effective Time will take take, and 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, 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 immediately prior to the Effective Time will take all such lawful and necessary action.