Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- Section 1.10 hereof, in the event that Parent, the Purchaser and any other Subsidiaries of Parent shall have acquired in the aggregate at least 90% of the outstanding Shares pursuant to the Offer or otherwise (including as a result of the exercise of the Option Agreement), the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, without a meeting of shareholders of the Company, in accordance with Section 1110 of the GCL.

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- Section 1.10 hereof2.10, in the event that Parent, the Purchaser and or any other Subsidiaries subsidiary of Parent shall have acquired in the aggregate acquire at least 90% of the outstanding Shares shares of each outstanding class of capital stock of the Company pursuant to the Offer or otherwise (including as a result of the exercise of the Option Agreement)Offer, 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 acceptance for payment of and payment for Shares Securities by the Purchaser pursuant to the Offer, Offer without a meeting of shareholders of the CompanyShareholders, in accordance with Section 1110 253 of the GCL.

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- Section 1.10 hereof2.10, in the event that Parent, the Purchaser and or any other Subsidiaries subsidiary of Parent shall have acquired in the aggregate at least 90% of the outstanding Shares pursuant to the Offer or otherwise (including as a result of the exercise of the Stock Option Agreement)) and prior transactions, 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 acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Offer without a meeting of shareholders of the CompanyShareholders, in accordance with Section 1110 of the GCL.