Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in the foregoing, if Sub, or any other direct or indirect subsidiary of event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90 percent 90% of the outstanding SharesShares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon Shares 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 the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.10 hereof, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoing, if Sub, event that Parent or any other direct or indirect subsidiary of Parent, Purchaser shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares 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 that, subject to take Article VII, Parent and Purchaser shall take, or cause to be taken, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything to the foregoingcontrary in this Agreement, if Sub, or any other direct or indirect subsidiary of Parent, Purchaser or their respective affiliates shall acquire at least 90 percent 90% of the outstanding Shares, each of Parent, Purchaser and the parties hereto agree to Company shall take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offers or otherwise in accordance with the provisions hereof, the parties hereto agree agree, at the request of Parent and subject to Article VII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.08 hereof, in the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, event that the Purchaser shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoingSection 3.10, if Sub, or any other direct or indirect subsidiary of Parent, the Parent Parties shall acquire or otherwise own, in the aggregate, at least 90 percent 90.0% of the then outstanding Company Common Shares, pursuant to the Offer or otherwise, 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 acceptance of and payment for the Company Common Shares by Merger Sub pursuant to the Offer without a meeting of stockholders of the CompanyCompany Stockholders, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoingSection 2.10, if SubParent, Purchaser, or any of Parent’s other direct or indirect subsidiary of Parentsubsidiaries and affiliates acquires, shall acquire in the aggregate, at least 90 percent 90% of the outstanding SharesShares (including Shares held by the Parent and its direct and indirect subsidiaries and affiliates) 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 in accordance with Section 253 of the Offer DGCL promptly after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that -------------------------------------- Parent, if Sub, or the Purchaser and/or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding Sharesshares of Company Common Stock, pursuant to the Offer or otherwise, each of 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 stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8 hereof, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct subsidiary of Parent shall acquire, together with the Shares owned by Parent, the Purchaser or indirect any other subsidiary of Parent, shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer, upon exercise of the Top-Up Option (as defined in Section 1.10(a)) or otherwise, the parties hereto agree agree, subject to SECTION 7, 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 stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of each class of the stock of the Company, the parties hereto 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 Offer, but in no event later than six business days thereafter, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, If Parent and its subsidiaries (including Merger Subsidiary) shall acquire in the aggregate at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree to Parent shall take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCLDelaware Law.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares 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 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon Shares 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 the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 1110 of the DGCLCGCL.

Merger Without Meeting of Stockholders. Notwithstanding If, following the foregoingOffer and any subsequent offering period or the exercise of the Top-Up Option, if SubParent, Purchaser, or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire hold at least 90 percent of the outstanding Sharesshares of each class of capital stock of the Company, each of Parent, Purchaser and the parties hereto agree Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon Stock (including shares of Common Stock acquired upon exercise of the Stock Option Agreement), the parties hereto agree agree, subject to Article 7, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable (and in any event within one Business Day unless otherwise agreed to by the parties hereto) after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of ParentParent shall acquire, shall acquire together with the Parent Shares, at least 90 percent 90% of the outstanding Sharesshares of Common Stock pursuant to the Offer, 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 shares of Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanyStockholders, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.6, in the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, event that Buyer shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree to take make 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 Shares by Buyer pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.6, in the foregoingevent that the Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, the Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of Seller Common Stock 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 reasonably practicable after expiration the acceptance for payment of and payment for shares of Seller Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanySeller, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that -------------------------------------- Merger Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Shares, the parties hereto agree to 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 vote of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, subject to Article VII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree agree, subject to Article VII, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9 hereof, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Article VI hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each outstanding class of capital stock of the Company pursuant to the Offer, 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 Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9 hereof, in the foregoingevent that Parent, if Sub, or Purchaser and any other direct or indirect subsidiary subsidiaries of Parent, Parent shall acquire have acquired in the aggregate at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, 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 the acceptance for payment of and payment for Shares by Purchaser pursuant to the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.5 hereof, in the foregoingevent that Parent, if Sub, Acquisition Sub or any other direct or indirect subsidiary of Parent, Parent Subsidiary (as hereinafter defined) shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VIII hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.. 2.7

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree agree, subject to Article VII, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Sections 6.1 and 6.2 hereof, in the foregoing, if Sub, or any other direct or indirect subsidiary of event that Parent, the Purchaser and any controlled Affiliates thereof collectively shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer, the Top-Up Purchase or otherwise, the parties hereto agree agree, subject to Article VII hereof, 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 stockholders of the Company, in accordance with Section 253 16-10a-1104 of the DGCLURBCA.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Acquisition Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Article VI, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.8 hereof, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Company Common Stock pursuant to the Offer or otherwise, each of 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer and the Stock Tender Agreement, 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 Shares by Parent and/or Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Purchaser has acquired at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger, if Subpursuant to the Offer or otherwise, or any other direct or indirect subsidiary the Parties hereto agree, at the request of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 the stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares 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 agree, at the request of Parent and subject to Article VII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, Parent and the parties hereto Purchaser agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares 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 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.15 hereof, in the foregoingevent that Parent, if Sub, or Merger Sub and any other direct or indirect subsidiary Subsidiaries of Parent, Parent shall acquire in the aggregate at least 90 percent 90% of the outstanding SharesCompany Common Stock, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article 7 hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of stock of the Company pursuant to the Offer or otherwise, the parties hereto agree agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after expiration of the Offer such acquisition without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.13 hereof, in the foregoingevent that Parent, if Sub, Merger Sub or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent of the outstanding SharesShares 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.6, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of Seller Common Stock 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 the acceptance for payment of and payment for Shares of Seller Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 3.03 hereof, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent or the Purchaser, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Parent, if Sub, Merger Subsidiary or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the then-outstanding SharesShares pursuant to the Offer or otherwise, each of 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoingIf Parent, if Sub, -------------------------------------- Merger Subsidiary or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of Company Stock pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration the acceptance for payment and purchase of shares of Company Stock pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCLDelaware Law.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the then outstanding Common Shares, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.GCL. ARTICLE THREE DISSENTING SHARES; PAYMENT FOR SHARES

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.9 hereof, in the foregoingevent that Parent, if Sub, or Purchaser and any other direct or indirect subsidiary subsidiaries of Parent, Parent shall acquire have acquired in the aggregate at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, 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 the acceptance for payment of and payment for Shares by Purchaser pursuant to the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the then outstanding Common Shares, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding Notwith-standing -------------------------------------- Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, subject to Article VII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Class A Shares, the parties hereto Parent and Purchaser agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the CompanyClass A Stockholders, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Parent, if Sub, Acquisition or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding SharesShares pursuant to the Offer or otherwise, each of 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 stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, or the Purchaser and any other direct or indirect subsidiary Subsidiaries of Parent, Parent shall acquire in the aggregate at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to 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 stockholders of the Company, in accordance with Section 253 of the DGCL.. ARTICLE 4

Merger Without Meeting of Stockholders. Notwithstanding If, at any time after the foregoingAcceptance Time, if SubParent, or Merger Subsidiary and any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire collectively own at least 90 percent 90% of the outstanding Shares, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration of the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of the capital stock of the Company, the parties hereto agree agree, at the request of Parent or Purchaser, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the -------------------------------------- foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of the capital stock of the Company, the parties hereto agree agree, at the request of Parent or Purchaser, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.10 -------------------------------------- hereof, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.8 hereof, in the foregoingevent that Parent, if Sub, or the Purchaser and any other direct or indirect subsidiary Subsidiaries of Parent, Parent shall acquire in the aggregate at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the then outstanding Common Shares, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Shares, the parties hereto agree agree, at the request of Parent or Purchaser, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.5 hereof, in the foregoing, if Sub, event that Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Company Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Purchaser and subject to Article 8 hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.. Table of Contents

Merger Without Meeting of Stockholders. Notwithstanding Section 2.5 hereof, in the foregoing, if Sub, event that Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Company Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Purchaser and subject to Article 8 hereof, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the foregoingIf Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree 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 expiration the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCLDelaware Law.