Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding Section 1.8, in the event that Parent, Sub or any other subsidiary of Parent shall acquire at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree, at the request of Parent and subject to Section 7, to 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 and subject to the MBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 1.82.15 hereof, in the event that Parent, Sub or Acquisition and any other subsidiary Subsidiaries of Parent shall acquire in the aggregate at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the MergerCommon Stock, pursuant to the Offer or otherwise, the parties hereto agreeshall, at the request of Parent and subject to Section 7Article 7 hereof, to 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 and subject to Section 302A. 621 of the MBCA.

Merger Without Meeting of Shareholders. Notwithstanding anything in this Agreement to the contrary, but subject to Section 1.87.1(a), in if, at any time following the event that ParentAcceptance Date, Parent or Merger Sub or any other subsidiary wholly-owned Subsidiary of Parent or Merger Sub shall acquire own at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the MergerShares, pursuant to the Offer or otherwise, the parties hereto agreeshall, at the request of Parent and subject to Section 77.1(a), to take all necessary and appropriate action to cause the Merger to become effective as soon promptly as practicable after the satisfaction of such acquisitionthreshold, without a meeting of shareholders of the Company, in accordance with and subject pursuant to Section 11.05 of the MBCAMBCA (such Merger, a “Short Form Merger”).