Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 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 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 2.8the foregoing, in the event that if Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwiseShares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment expiration 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 2.81.10, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwiseShares, the parties hereto agree to take all necessary and appropriate action actions 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 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 2.81.10 hereof, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.8, in the event that Parent, the Purchaser and the Sub or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares shares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer Offers or otherwiseotherwise 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.8 hereof, in the event that Parent, the Purchaser and or any other subsidiary of Parent shall acquire, together with the Parent Subsidiaries shall acquire and then hold Shares owned by Parent, the Purchaser or any other subsidiary of Parent, at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 If Purchaser, or any other direct or indirect Subsidiary (as defined in Section 2.8, in the event that 9.10) of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger, each of Parent, Purchaser and the Parent Subsidiaries Company shall acquire and then hold at least 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 effective, as soon as practicable after the acceptance for payment consummation of and payment for Shares by the 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 2.8anything to the contrary in this Agreement, in the event that if Parent, the Purchaser and the Parent Subsidiaries or their respective affiliates shall acquire and then hold at least 90% of the outstanding Shares pursuant to Shares, each of Parent, Purchaser and the Offer or otherwise, 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 the acceptance for payment consummation of and payment for Shares by the 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 2.82.07 hereof, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree shall, subject to Article VIII, 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 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 2.8-------------------------------------- the foregoing, in the event that Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to shares of each class of the Offer or otherwisestock 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 acceptance for payment expiration of and payment for Shares by the Purchaser pursuant to 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 Section 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the 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 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.. ARTICLE THREE

Merger Without Meeting of Stockholders. Notwithstanding Section 2.83.10, if the Parent Parties shall acquire or otherwise own, in the event that Parentaggregate, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 9090.0% of the then outstanding Shares 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 the acceptance for payment of and payment for the Company Common Shares by the Purchaser 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 Section 2.81.8, in the event that Parent, the Purchaser and the Sub or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares 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 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.10, if Parent, Purchaser, or any of Parent’s other direct or indirect subsidiaries and affiliates acquires, in the event that Parentaggregate, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares (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 in accordance with Section 253 of the DGCL promptly after the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.83.3 hereof, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% 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 the acceptance for payment and purchase of and payment for 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 Section 2.81.9, in the event that Parent, the Parent or Purchaser and the Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares 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 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8, If Parent and its subsidiaries (including Merger Subsidiary) shall acquire in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold aggregate at least 90% of the outstanding Shares 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 the acceptance for payment and purchase of and payment for Shares by the Purchaser 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 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8the foregoing, in the event that Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwiseShares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment expiration 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 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.09, in the event that Parent, the Purchaser and the Parent Subsidiaries or MergerSub shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwiseshares of Company Common Stock, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.13 hereof, in the event that Parent, the Purchaser and the Merger Sub or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.10, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to Shares, Parent and the Offer or otherwise, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.9 hereof, in the event that Parent, the Purchaser and any other subsidiaries of Parent shall have acquired in the Parent Subsidiaries shall acquire and then hold aggregate at least 90% of the outstanding 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 the acceptance for payment of and payment for Shares by the 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 2.81.8 hereof, in the event that Parent, the Purchaser and the Parent Subsidiaries or any other Subsidiary of Parent, shall acquire and then hold at least 90% 90 percent of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 the terms of Section 2.81.12, in the event that Parent, the Purchaser and their respective affiliates shall own, in the Parent Subsidiaries shall acquire and then hold aggregate, at least 90% of the outstanding Shares Shares, following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to the Offer or otherwiseand in accordance with this Agreement, if applicable, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon promptly as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer thereafter, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8If Purchaser, in the event that or any other direct or indirect subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Parent Subsidiaries Company shall acquire and then hold at least 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 effective, as soon as practicable after the acceptance for payment consummation of and payment for Shares by the 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 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares 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 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.8, in the event that Parent, the Purchaser and the Sub or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares 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 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8If, in following the event that Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Purchaser, or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Parent Subsidiaries Company shall acquire and then hold at least 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 effective, as soon as practicable after the acceptance for payment consummation of and payment for Shares by the Purchaser pursuant to the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCorporation Law.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.82.6, in the event that the Parent, the Purchaser and or any other Subsidiary of the Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares 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 Section 2.82.6, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 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 any other provision -------------------------------------- of this Agreement, except Section 2.88.1 hereof, and if permitted by the DGCL and the Company's Certificate of Incorporation, in the event that Parent, the Purchaser and the Parent Subsidiaries or any other subsidiary of Parent, or any combination of such persons, shall acquire and then hold beneficially own at least ninety percent (90% %) of the outstanding Shares pursuant to shares of each class of capital stock of the Offer or otherwiseCompany, the parties hereto 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 without a meeting of stockholders consummation of the Company, in accordance with Section 253 of the DGCLOffer.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwiseand 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 the acceptance for payment of and payment for Shares by the 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 anything in this Agreement to the contrary, but subject to Section 2.87.1, in if, at any time following the event that Acceptance Date, Parent, the Purchaser and the or any direct or indirect Subsidiary of Parent Subsidiaries shall acquire and then hold own at least 90% of the outstanding Shares Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment satisfaction of and payment for Shares by the Purchaser pursuant to the Offer such threshold, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDGCL (such Merger, a “Short Form Merger”).

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parent, the Purchaser if Parent and the one or more Subsidiaries of Parent Subsidiaries shall acquire and then hold own at least ninety percent (90% %) of the outstanding Shares pursuant to the Offer or otherwiseCommon Shares, the parties hereto agree to Parent and Sub shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment expiration 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 2.81.9, in the event that Parent, the Purchaser and the Acquisition Sub or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares of each outstanding class of capital stock of the Company pursuant to the Offer or otherwiseOffer, the parties hereto 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 without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that Parent, the Purchaser and the Parent Subsidiaries or any other Subsidiary of Parent, shall acquire and then hold at least 90% 90 percent of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.9, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the 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 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 Section 2.8, in In the event that -------------------------------------- Merger Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 acceptance for payment expiration of and payment for Shares by the Purchaser pursuant to 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 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to Common Stock (including shares of Common Stock acquired upon exercise of the Offer or otherwiseStock 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 after the acceptance for payment of (and payment for Shares in any event within one Business Day unless otherwise agreed to by the Purchaser pursuant to the Offer parties hereto) 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 Section 2.82.15 hereof, in the event that Parent, the Purchaser Merger Sub and the any other Subsidiaries of Parent Subsidiaries shall acquire and then hold in the aggregate at least 90% of the outstanding Shares Company 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8, in In the event that ParentParent or Sub, the Purchaser and the Parent Subsidiaries collectively, shall acquire and then hold at least 90% of the issued and outstanding Shares pursuant to the Offer or otherwiseshares of Company Common Stock, the parties hereto Company, Parent and Sub agree to take all appropriate and necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment expiration or termination of and payment for Shares by the Purchaser pursuant to the Offer Offer, without a meeting of stockholders of the CompanyCompany Stockholders, in accordance with Section 253 92A.180 of the DGCLNGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8If, in following consummation of the event that Offer and any Subsequent Offering Period or the exercise of the Top-Up Option, Parent, the Purchaser and the Parent Subsidiaries Holding or Merger Sub shall acquire and then hold at least 90 percent (90% %) of the then outstanding Shares pursuant Shares, each of Parent, Merger Sub and the Company shall (subject to the Offer or otherwise, the parties hereto agree to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective as soon promptly as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer practicable, without a meeting of stockholders of the Companystockholders, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares pursuant to shares of the Offer or otherwisecapital 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 acceptance for payment expiration of and payment for Shares by the 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 If, as a result of the purchase of Shares pursuant to the Tender Offer and compliance with the terms of this Section 2.82.09, Parent owns in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold aggregate at least 90% of the Shares then outstanding Shares pursuant to upon completion of the Offer or otherwiseTender Offer, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment satisfaction or waiver of and payment for Shares by the Purchaser pursuant conditions to the Offer Merger set forth in Article VII of this Agreement without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDGCL (a "Short-Form Merger").

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in the event that If Parent, the Purchaser and the -------------------------------------- Merger Subsidiary or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment and purchase of and payment for Shares by the Purchaser 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 2.8, in In the event that Parent, the Purchaser and the Merger Subsidiary or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the then-outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.83.03 hereof, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares 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 the acceptance for payment and purchase of and payment for 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 Section 2.82.10, in the event that Parent, the Purchaser and or any other subsidiary of Parent shall acquire, together with the Parent Subsidiaries shall acquire and then hold Shares, at least 90% of the outstanding Shares shares of Common Stock pursuant to the Offer or otherwiseOffer, the parties hereto 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 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. Section 2.12.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event -------------------------------------- that Parent, the Purchaser and the Parent Subsidiaries or any other Subsidiary of Parent, shall acquire and then hold at least ninety percent (90% %) of the then-outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.81.10 -------------------------------------- hereof, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.5 hereof, in the event that Parent, the Purchaser and the or any subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8the foregoing, in the event that if Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares 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 the acceptance for payment expiration 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 If, as a result of the purchase of Shares pursuant to the Tender Offer and compliance with the terms of this Section 2.82.09, Parent owns in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold aggregate at least 90% of the Shares then outstanding Shares pursuant to upon completion of the Offer or otherwiseTender Offer, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment satisfaction or waiver of and payment for Shares by the Purchaser pursuant conditions to the Offer Merger set forth in Article VII of this Agreement without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDGCL (a “Short-Form Merger”).

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Purchaser, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 acceptance for payment expiration of and payment for Shares by the 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 2.81.8, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to shares of each class of the Offer or otherwisestock of the Company of which class there are outstanding shares (within the meaning of Section 253 of the DGCL), 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.07 hereof, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree shall, subject to Article VIII, 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 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the then outstanding Shares 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 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 2.8, in In the event that Parent, the Purchaser and the Parent Subsidiaries Acquisition or any other Subsidiary of Parent, shall acquire and then hold at least ninety percent (90% %) of the then-outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.82.5 hereof, in the event that Parent, the Purchaser and the or any subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. Table of Contents ARTICLE 3

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the -------------------------------------- foregoing, in the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares pursuant to shares of the Offer or otherwisecapital 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 acceptance for payment expiration of and payment for Shares by the 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 2.81.9, in the event that Parent, the Purchaser and the or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least ninety percent (90% %) of the outstanding Shares pursuant to the Offer or otherwiseClass 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 Section 2.8the foregoing, in the event that if Merger Sub, or any other direct or indirect subsidiary of Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% 80 percent of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 acceptance for payment expiration of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 607.1104 of the DGCLFBCA.

Merger Without Meeting of Stockholders. Notwithstanding Section 2.8If, in at any time after the event that Acceptance Time, Parent, the Purchaser Merger Subsidiary and the any other Subsidiary of Parent Subsidiaries shall acquire and then hold collectively own at least 90% of the outstanding Shares pursuant to the Offer or otherwiseShares, 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 the acceptance for payment of and payment for 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 Section 2.81.10 hereof, in the event that Parent, the Purchaser and the Merger Subsidiary or any other Subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 6 hereof, 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 such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. ARTICLE 2

Merger Without Meeting of Stockholders. Notwithstanding Section 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the then outstanding Shares 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 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 2.82.10, in the event that Parent, the Purchaser and or any other subsidiary of Parent shall acquire, together with the Parent Subsidiaries shall acquire and then hold Shares, at least 90% of the outstanding Shares shares of Common Stock pursuant to the Offer or otherwiseOffer, the parties hereto 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 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 2.81.9 hereof, in the event that Parent, the Purchaser and any other subsidiaries of Parent shall have acquired in the Parent Subsidiaries shall acquire and then hold aggregate at least 90% of the outstanding 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 the acceptance for payment of and payment for Shares by the 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the 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 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 2.81.8, in the event that Parent, the Purchaser and the any other Subsidiaries of Parent Subsidiaries shall acquire and then hold in the aggregate at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 Notwith-standing -------------------------------------- Section 2.81.9, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.8, in In the event that -------------------------------------- Parent, the Purchaser and the Parent Subsidiaries or any other subsidiary of Parent, shall acquire and then hold at least ninety percent (90% %) of the then-outstanding Shares shares 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 the acceptance for payment of and payment for Shares by the Purchaser pursuant to 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 2.88.1, in the event that Parent, Merger Sub or any other Subsidiary of Parent shall own, in the Purchaser and the Parent Subsidiaries shall acquire and then hold aggregate, at least 90% of the outstanding Shares shares of Company Common Stock pursuant to the Offer Offer, through exercise of the Top-Up Option, or otherwise, the Company and all other parties hereto agree to 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 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 2.82.10, in the event that Parent, the Purchaser and the or any other subsidiary of Parent Subsidiaries shall acquire and then hold at least 90% of the then outstanding Shares 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 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.