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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD)
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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Smith & Nephew Inc), Agreement and Plan of Merger (Exogen Inc)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (OAO Severstal)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parentif Merger Sub, the Purchaser and the Parent Subsidiaries or any other direct or indirect subsidiary of Purchaser, shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwiseshares of Common Stock, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within five business days, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stimsonite Corp), Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Quad-C Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc)
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
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that ParentMerger Sub, the Purchaser and the Parent Subsidiaries or any other direct or indirect subsidiary of Purchaser, shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwiseshares of Common Stock, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marcam Solutions Inc), Agreement and Plan of Merger (M Acquisition Corp), Agreement and Plan of Merger (Marcam Solutions Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CCH Inc), Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that -------------------------------------- Parent, the Purchaser and the Parent Subsidiaries and/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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Universal Music Group Inc), Agreement and Plan of Merger (Emusic Com Inc), Agreement and Plan of Merger (Emusic Com Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Discount Brokers Group Inc), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parent-------------------------------------- if Merger Sub, the Purchaser and the Parent Subsidiaries together with any other direct or indirect subsidiary of Purchaser, shall acquire and then hold own at least 90% of the outstanding Shares pursuant to shares of Common Stock upon consummation of the Offer or otherwiseOffer, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within five Business Days, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Telocity Delaware Inc), Agreement and Plan of Merger (Telocity Delaware Inc), Agreement and Plan of Merger (Hughes Electronics Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parentif Merger Sub, the Purchaser and the Parent Subsidiaries or any other direct or indirect subsidiary of Purchaser, shall acquire and then hold at least 90% 90 percent of the outstanding Shares shares of Common Stock pursuant to the Offer or otherwiseOffer, 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 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tambrands Inc), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Procter & Gamble Co)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that ParentSub, the Purchaser and the Parent Subsidiaries or any other direct or indirect Subsidiary of Investor, shall acquire and then hold at least 90% of the outstanding Shares pursuant to shares of Common Stock and at least 90% of the Offer or otherwiseoutstanding shares of the Exchangeable Preferred, 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Acquisition CORP), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Heat Acquisition Corp), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien Group S.a.r.l.), Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien PLC)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.81.8, in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold Sub has acquired 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
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 of Common Stock, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Humana Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flexsteel Industries Inc), Agreement and Plan of Merger (Dmi Furniture Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Bioenvision Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp), Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan (Accor Sa /Fi), Agreement and Plan of Merger (Red Roof Inns Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tcsi Corp), Agreement and Plan of Merger (Rocket Software Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that ParentMerger Sub, the Purchaser and the Parent Subsidiaries or any other direct or indirect subsidiary of Purchaser, 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 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.
Appears in 2 contracts
Samples: Agreement and Plan (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parentif Merger Sub, the Purchaser and the Parent Subsidiaries or any other direct or indirect subsidiary of Purchaser, shall acquire and then hold at least 90% 90 percent of the outstanding Shares pursuant to the Offer or otherwiseshares of Common Stock, 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 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sinter Metals Inc), Agreement and Plan of Merger (GKN Powder Metallurgy Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parentif Merger Sub, the Purchaser and the Parent Subsidiaries together with any other direct or indirect subsidiary of Purchaser, shall acquire and then hold own at least 90% of the outstanding Shares pursuant to shares of Common Stock upon consummation of the Offer or otherwiseOffer, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within ten business days, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flipside Acquisition Corp), Agreement and Plan of Merger (Uproar Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sequoia Acquisition Inc), Agreement and Plan of Merger (North Face Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cn Biosciences Inc), Agreement and Plan of Merger (Em Industries Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.)
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 90% 90 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 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suez Lyonnaise Des Eaux), Agreement and Plan of Merger (Trigen Energy Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in In the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold has acquired 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 Parties hereto agree agree, at the request of Parent, 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 the stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Trius Therapeutics Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Floss Acquisitions Corp), Agreement and Plan of Merger (First Commonwealth Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/), Agreement and Plan of Merger (Lifecell Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oregon Steel Mills Inc), Agreement and Plan of Merger (Evraz Group S.A.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet), Agreement and Plan of Merger (Consolidated Cigar Holdings Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nippon Telegraph & Telephone Corp), Agreement and Plan of Merger (Verio Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the -------------------------------------- foregoing in this Article II, 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 of Common Stock, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rogue Wave Software Inc /Or/)
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
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Edwards J D & Co)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing, in the event that Parent, the Purchaser and the Parent Subsidiaries or Newco shall acquire and then hold at least 90% of the issued and outstanding Shares pursuant to the Offer or otherwiseShares, the parties hereto agree Parties agree, at the request of Parent, 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 Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement (Microtest Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oerlikon Buhrle Usa Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bureau of National Affairs Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Industrial Technologies Inc)
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.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding Section 2.81.8, in the event that Parent, the Purchaser Parent and the Parent Subsidiaries its subsidiaries (including Sub) shall acquire and then collectively 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, 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 practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8the foregoing in this Article II, 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 of Common Stock, 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.. Section 2.9
Appears in 1 contract
Samples: Conformed Copy Agreement and Plan of Merger Agreement and Plan of Merger (Textron Inc)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Financial Corp)
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 the Offer or otherwiseshares of Common Stock, 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.
Appears in 1 contract