Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding Section 1.9, in the event that Parent, Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders of the Company, the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.9, in the event that Parent, Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders of the Company, the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 1110 of the DGCLCGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.91.8 hereof, in the event that Parent, the Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders of the Company, the parties hereto shall, at the request of Parent and subject to Article VIVI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.92.07 hereof, in the event that Parent, Purchaser and or any other Subsidiaries subsidiary of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, Company pursuant to the Offer or otherwise, otherwise sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders of the Company, the parties hereto shall, at the request of Parent and subject to Article VIVIII, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, acquisition without a meeting of shareholders of the Company, Company in accordance with Section 253 1110 of the DGCLCGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.92.9, in the event that Parent, Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders of the Company, the parties hereto shall, at the request of Parent and subject to the satisfaction or waiver of all of the conditions set forth in Article VIVII, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 351.447 of the DGCLMGBCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.91.10, in the event that Parent, Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.9SECTION 1.10, in the event that Parent, Purchaser and any other Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of shareholders stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article ARTICLE VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders stockholders of the Company, in accordance with Section 253 of the DGCL.