Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, if Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares and at least 90 percent of the outstanding Nonvoting Shares, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 253 of the Delaware Law.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Purchaser, the Purchaser or any other direct or indirect subsidiary of ParentParent shall acquire, shall acquire in the aggregate, at least 90 percent 90% of the outstanding Common Shares and at least 90 percent of pursuant to the outstanding Nonvoting SharesOffer or otherwise, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 253 60.491 of the Delaware LawOBCA.

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, if Purchaserin the event that Parent, Sub, or any other direct or indirect subsidiary of Parent, their Affiliates shall acquire at least 90 ninety percent (90%) of the outstanding Shares and at least 90 percent of the outstanding Nonvoting Company Common Shares, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after the expiration of the Offer Offer, without a meeting of shareholders of the Company, in accordance with Section 253 1701.801 of the Delaware LawOGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Purchaser, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares and at least 90 percent shares of each outstanding class of capital stock of the outstanding Nonvoting SharesCompany pursuant to the Offer, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration the acceptance for payment of and payment for Securities by the Purchaser pursuant to the Offer without a meeting of shareholders of the CompanyShareholders, in accordance with Section 253 of the Delaware LawGCL.

Merger Without Meeting of Shareholders. Notwithstanding In the foregoingevent that Parent, if Purchaser, Sub or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 ninety percent of the then-outstanding Shares and at least 90 percent pursuant to the Offer or otherwise, each of the outstanding Nonvoting Shares, then the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 Article 5.16 (in lieu of Article 5.03.B) of the Delaware LawTBCA.

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, if PurchaserSub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares and at least 90 percent of the outstanding Nonvoting Shares, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 253 11.30 of the Delaware LawIBCA.

Merger Without Meeting of Shareholders. Notwithstanding In the foregoingevent that Buyer, if Purchaser, Merger Subsidiary or any other direct or indirect subsidiary of Parent, Buyer shall acquire at least 90 percent 90% of the outstanding Shares and at least 90 percent of the outstanding Nonvoting Shares, then pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 905 of the Delaware New York Law.