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

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 the property, rights, privileges, power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take take, and cause their affiliates to take, all such reasonable and lawful action actions as may be necessary or appropriate in order to effect effectuate the Merger and the other transactions contemplated by this Agreement in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate desirable in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Sub and the Company in good faith will take all such commercially reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicable. 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 the property, rights, privileges, power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 or to vest the Surviving Corporation with full right, title and possession to all the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Acquisition Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger Acquisition Sub, the officers and directors of the Company and Merger Acquisition Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 the property, rights, privileges, power and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of ParentSub, Merger Sub Parent and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the propertyassets, properties, rights, privileges, power powers, immunities and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Stockholder will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Acquisition and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger SubAcquisition, the officers and directors of the Company and Merger Sub Acquisition immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub MergerCo and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger SubMergerCo, the officers and directors of the Company and Merger Sub MergerCo immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order desirable to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of ParentBuyer, Merger Sub Acquisition Corporation and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order desirable to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger SubAcquisition Corporation, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Acquisition 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. Each of Parent, Merger Sub and the Company parties hereto will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicable. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger SubSubsidiary, the officers and directors of the Company and Merger Sub Subsidiary immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary reasonable action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Shareholder will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of the Merger Sub, Parent and Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and ------------------------------------------ the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 rightall the rights, title privileges, immunities, powers and possession to purposes, and all the property, rightsreal and personal, privilegesincluding subscriptions to shares, power causes of action and franchises every other asset of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, the Company and the Company Signing Stockholders will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Merger Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and Stockholder will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of Parent, Merger Sub and the Company parties hereto will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 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. Each of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company will and the Stockholders, on the other hand, shall use reasonable efforts to take all such reasonable lawful action (including action to cause the satisfaction of the conditions to the Merger) as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 of all the property, rights, privileges, power immunities and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Surviving Corporation are fully authorized in the name of their respective corporations either the Company or Merger Sub or otherwise to take, and will shall take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of ParentXxxxxx, Merger Sub XXXX, Seller(s) and the Company will Company, respectively, shall take all such reasonable lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement merger as promptly as practicablepossible. If, If at any time after the Effective Time, Date any such 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 possession to of all the assets, property, rights, privileges, power powers, and franchises of either of the Company and Merger SubConstituent Corporations, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time such corporation 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. Each of Parentthe Company, Merger Sub Parent and the Company Buyer will take all such reasonable and lawful action action, as promptly as possible, as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicableAgreement. 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 of all the assets, property, rights, privileges, power powers and franchises of the Company and Merger SubCompany, the officers and directors of the Company and Merger Sub Buyer immediately prior to the Effective Time are hereby fully authorized in the name of their respective corporations or otherwise to take, and will are directed to take, all such lawful and necessary actionaction as promptly as possible.

Taking of Necessary Action; Further Action. Each of ParentPrivate, Merger Sub Subs and the Company Members will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. If, at any time after the Effective TimeTimes, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the a Surviving Corporation with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and applicable Member or Merger Sub, the officers and directors of the Company such Member and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub Sub, and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of Sub, Parent and the Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Acquisition Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power powers and franchises of the Company and Merger Acquisition Sub, the officers and directors of the Company and Merger Acquisition Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and Sub, the Company and each Stockholder will take all such reasonable lawful action as may be necessary or appropriate in order to effect the Merger in accordance with this Agreement as promptly as practicable. 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 Parent with full right, title and possession to all the property, rights, privileges, power and franchises of the Company and Merger SubCompany, the officers and directors of the Sub, Parent and Company and Merger Sub immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary reasonable action.

Taking of Necessary Action; Further Action. Each of Parent, Merger Sub and the Company will take all such reasonable and lawful action as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 the assets, property, rights, privileges, power 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 are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action. ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

Taking of Necessary Action; Further Action. Each of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company will and the Principal Shareholders, on the other hand, shall use reasonable efforts to take all such reasonable lawful action (including action to cause the satisfaction of the conditions to the Merger) as may be necessary or appropriate in order to effect effectuate the Merger in accordance with this Agreement as promptly as practicablepossible. 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 of all the property, rights, privileges, power immunities and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub immediately prior to the Effective Time Surviving Corporation are fully authorized in the name of their respective corporations either the Company or Merger Sub or otherwise to take, and will shall take, all such lawful and necessary action.