Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect Subsidiary of the Parent, shall acquire at least 90 percent of the outstanding shares of Company Common Stock pursuant to the Offer, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 302A.621 of the MBCA.

Merger Without Meeting of Shareholders. Notwithstanding the foregoingIf Parent, if Merger Sub, Purchaser or -------------------------------------- any other direct or indirect Subsidiary of the Parent, Parent shall acquire at least 90 percent 90% of the outstanding shares of Company Common Stock pursuant to the OfferOffer or otherwise, the parties hereto shall agree, subject to satisfaction or (to the extent permitted hereunder) waiver of all conditions to the Merger, to take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after the expiration acceptance for payment and purchase of shares of Company Common Stock pursuant to the Offer without a meeting of shareholders of the Company, in accordance with Section 302A.621 of the MBCAShareholders Meeting.

Merger Without Meeting of Shareholders. Notwithstanding In the foregoingevent that Parent, if Merger Sub, or any other direct or indirect Subsidiary and their Affiliates shall have acquired in the aggregate at least 90% of the Parent, shall acquire at least 90 percent of the issued and outstanding shares of Company Common Stock pursuant to the OfferOffer or otherwise, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration acceptance for payment of and payment for shares of Company Common Stock by Merger Subsidiary pursuant to the Offer Offer, without a meeting of shareholders of the Company, in accordance with Section 302A.621 13.1-719 of the MBCAVSCA.

Merger Without Meeting of Shareholders. Notwithstanding In the foregoing, if Merger Sub, event that Parent or any other direct or indirect Subsidiary of the Parent, Parent shall acquire ownership of at least 90 percent 90% of the outstanding shares Shares as a result of Company Common Stock pursuant to the OfferOffer or otherwise, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration acceptance for payment and payment for Shares by Sub pursuant to the Offer or otherwise after the acquisition of 90% of the Offer outstanding Shares without a meeting of shareholders the Company Shareholders of the Company, Company in accordance with Section 302A.621 of the MBCA.

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- the foregoing, if Merger Sub, or any other direct or indirect Subsidiary subsidiary of the Parent, shall acquire at least 90 percent of the outstanding shares of Company Common Stock pursuant to the OfferShares, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 302A.621 11.30 of the MBCAIBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.09, in the foregoingevent that Parent, if Merger Sub, Purchaser or any other direct or indirect Subsidiary subsidiary of the Parent, Parent collectively shall acquire at least 90 percent 90% of the outstanding shares of Company Common Stock pursuant to the OfferOffer or otherwise, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the expiration of the Offer Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 302A.621 of the MBCA.