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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.), Agreement and Plan of Merger (Fintech Acquisition Corp V)

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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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company, respectively, the then-current officers and directors of the Surviving Company and the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is lawful and necessary and not inconsistent with this Agreement.

Appears in 4 contracts

Samples: Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following or the Merger Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC Purchaser, the Company, First Merger Sub and Second Merger Sub, the officersofficers and directors of Purchaser, directorsthe Company, managers and members, as applicable, (or their designees) of SPAC, First Merger Sub and the Company Second Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 4 contracts

Samples: Business Combination Agreement (Tristar Acquisition I Corp.), Business Combination Agreement (Golden Star Acquisition Corp), Business Combination Agreement (Finnovate Acquisition Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Merger Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, applicable (or their designees) of SPAC, the Merger Sub and the Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 3 contracts

Samples: Business Combination Agreement (Chenghe Acquisition II Co.), Business Combination Agreement (Chenghe Acquisition I Co.), Business Combination Agreement (Chenghe Acquisition Co.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub Sub, Newco and the Company Target are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement

Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the SPAC and Merger Sub, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Keyarch Acquisition Corp), Business Combination Agreement (Global SPAC Partners Co,)

Taking of Necessary Action; Further Action. If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest in the Surviving Company following the Merger with Entity full right, title and possession to of all assets, propertyproperties, rights, privileges, powers and franchises of SPAC the Company and Merger Sub, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, Merger Sub the Surviving Entity shall be and the Company are fully authorized and directed, in the name of their respective corporations or otherwise and on behalf of the Company and Merger Sub, to take, and will takeor cause to be taken, all such lawful and necessary action, so long action as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (FORM Holdings Corp.), Merger Agreement (Key Hospitality Acquisition CORP)

Taking of Necessary Action; Further Action. If, at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Entity following the Merger Mergers with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company, Merger Sub and Merger SubSub II, the officers, directors, managers officers and directors or members, as applicable, (or their designees) of SPACthe Company, Merger Sub and the Company Merger Sub II are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Merger Agreement (InterPrivate III Financial Partners Inc.)

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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company, respectively, the then-current officers and directors of the Surviving Company and the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is lawful and necessary and not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (VASO Corp), Business Combination Agreement (Achari Ventures Holdings Corp. I)

Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, Merger Sub SPAC and the Company Holdings are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, applicable (or their designees) of SPAC, Merger Sub and the Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Business Combination Agreement (HH&L Acquisition Co.), Merger Agreement (10X Capital Venture Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Corporation following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company, and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, (or their designees) of SPAC, the Company and Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (D8 Holdings Corp.), Merger Agreement (Fusion Acquisition Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Initial Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of SPAC the Merger Sub 1 and Merger Subthe Holdco, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, the Merger Sub 1 and the Company Holdco are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Plutonian Acquisition Corp.), Merger Agreement (Aquaron Acquisition Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Corporation following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company and Merger Sub, the officers, directors, managers applicable directors and members, as applicable, officers of the Company and Merger Sub (or their designees) of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations corporations/companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Panacea Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, SPAC and Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Integral Acquisition Corp 1)

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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company Target are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Newcourt Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time or Swap Effective Time, as applicable, any further action is necessary or desirable to carry out the purposes of this Agreement and Agreement, including to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger SubSPAC, the officers, directors, managers officers and members, as applicable, directors (or their designees) of SPAC, Merger Sub and the Company and New PubCo, on the one hand, and SPAC and Exchange Sub, on the other hand, are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Jaguar Global Growth Corp I)

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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC Acquiror and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, applicable (or their designees) of SPAC, Merger Sub and the Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Growth for Good Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and Agreement, including to vest the Surviving Longevity Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company and Merger Sub, the officersofficers and directors of the Company, directorsPurchaser, managers the Surviving Longevity Company and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will use their best efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (FutureTech II Acquisition Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporations or the Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC Consonus and Merger SubSTI, as the case may be, the officersofficers and directors of the Company, directorsConsonus, managers and members, as applicable, (or their designees) of SPAC, Merger Sub STI and the Company Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Consonus Technologies, Inc.)

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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 Company Corporation following the First Merger and the Surviving Entity following the Second Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company and the Merger SubSubs, the officers, directors, managers officers and members, directors or members (as applicable, (or their designees) of SPAC, Merger Sub the Company and the Company Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Forum Merger Corp)

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 (a) the Surviving Company following the Merger Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company and MergerSub or (b) the Sellers with the Merger SubConsideration as described in Sections 2.6 and 2.7, the officersofficers and directors of the Company, directors, managers Purchaser and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company MergerSub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Uti Corp)

Taking of Necessary Action; Further Action. If, at any time after the either Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the SPAC Surviving Subsidiary and Company following the Merger Surviving Subsidiary with full right, title and possession to all assets, property, rights, agreements, privileges, powers and franchises of SPAC Merger Sub and Company Merger Sub, respectively, the officersthen current officers and directors of SPAC Surviving Subsidiary, directors, managers and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to takeSurviving Subsidiary, and will take, Holdings shall take all such lawful necessary and necessary desirable action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (ClimateRock)

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 Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC BIG and BIG Merger Sub, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, BIG and BIG Merger Sub and the Company are fully authorized in the name of their respective corporations companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Hightimes Holding Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC Seller and Merger Sub, and to vest the officersBuyer Common Stock contemplated hereby in the Seller Stockholders, directors, managers the officers and members, as applicable, (or their designees) directors of SPAC, Seller and Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent consistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Vizacom Inc)

Taking of Necessary Action; Further Action. If, at any time before or after the Effective Time, any further action is reasonably necessary or desirable to effect the Merger or to carry out the purposes and intent of this Agreement and at or after the Effective Time or to vest the Surviving Company following the Merger Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of SPAC and Merger Subthe Company, the officersCompany, directorsAcquiror, managers the Surviving Corporation and members, as applicable, (or their designees) of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations officers and directors shall take all lawful action reasonably necessary or otherwise desirable to take, and will take, all accomplish such lawful and necessary actionpurpose or acts, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Sailpoint Technologies Holdings, Inc.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following or the Merger Second Surviving Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC Purchaser, the Company, First Merger Sub and Second Merger Sub, the officersofficers and directors of Purchaser, directorsthe Company, managers and members, as applicable, (or their designees) of SPAC, First Merger Sub and the Company Second Merger Sub are fully authorized in the name of their respective corporations or otherwise entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Aimei Health Technology Co., Ltd.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of SPAC Merger Sub and Merger Subthe Company, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, Merger Sub and the Company immediately prior to the Effective Time are fully authorized in the name of their respective corporations as of the immediately prior to the Effective Time or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Feutune Light Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Entity following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC the Company, Merger Sub I and Merger SubSub II, the officers, directors, managers officers and directors or members, as applicable, (or their designees) of SPACthe Company, Merger Sub I and the Company Merger Sub II are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (890 5th Avenue Partners, Inc.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Corporation following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, applicable (or their designees) of SPAC, Merger Sub and the Company Surviving Corporation are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (TWC Tech Holdings II Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger Corporation with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of SPAC Merger Sub 1 and Merger SubMKD BVI, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPACPubco, Merger Sub 1 and the Company MKD BVI are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Cetus Capital Acquisition Corp.)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and interest in, to and under, and/or possession to of, all assets, property, rights, privileges, powers and franchises of SPAC Merger Sub and Merger Subthe Company, the officers, directors, managers officers and members, as applicable, (or their designees) directors of SPAC, Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Blue Safari Group Acquisition Corp)

Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC GF and Merger Sub, the officers, directors, managers officers and directors or members, as applicable, applicable (or their designees) of SPAC, Merger Sub and the Surviving Company are fully authorized in the name of their respective corporations or otherwise to take, and will shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Falcon Acquisition Corp.)

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