Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. Notwithstanding anything in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, Parent, or any direct or indirect Subsidiary of Parent shall own at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, the parties hereto 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 satisfaction of such threshold, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”).

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.09, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, Parent, event that Parent or any direct or indirect Subsidiary of Parent MergerSub shall own acquire at least 90% of the outstanding Shares, pursuant to the Offer or otherwiseshares of Company Common Stock, the parties hereto shallagree, subject to Article VII hereofVII, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.6, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect other Subsidiary of Parent shall own acquire at least 90% of the outstanding Shares, shares of Seller Common Stock pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, 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 (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.6, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following event that the Acceptance Date, Parent, the Purchaser or any direct or indirect other Subsidiary of the Parent shall own acquire at least 90% of the outstanding Shares, shares of Seller Common Stock pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the satisfaction acceptance for payment of such threshold, and payment for shares of Seller Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanySeller, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything the terms of Section 1.12, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, or any direct or indirect Subsidiary of Parent Purchaser and their respective affiliates shall own own, in the aggregate, at least 90% of the outstanding 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 shall, subject to Article VII hereof, shall take all necessary and appropriate action to cause the Merger to become effective as soon promptly as practicable after the satisfaction of such thresholdthereafter, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.5 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, Acquisition Sub or any direct or indirect other Parent Subsidiary of Parent (as hereinafter defined) shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shall, at the request of Parent and subject to Article VII VIII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”).DGCL. 2.7

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.8 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following event that the Acceptance Date, Parent, or any direct or indirect Subsidiary of Parent Purchaser shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”).

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.9, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least ninety percent (90% %) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto shallagree, at the request of Parent and subject to Article VII hereofVII, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.15 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, or Merger Sub and any direct or indirect Subsidiary other Subsidiaries of Parent shall own acquire in the aggregate at least 90% of the outstanding SharesCompany Common Stock, pursuant to the Offer or otherwise, the parties hereto shall, at the request of Parent and subject to Article VII 7 hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the outstanding Shares, Common Shares pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, 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 DGCL (such Merger, a “Short Form Merger”)CGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire 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 shallagree, subject to Article VII hereofVII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the satisfaction of such threshold, acquisition without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)GCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.9, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, Acquisition Sub or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shallagree, at the request of Parent and subject to Article VII hereofVI, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.9, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire 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 shallagree, subject to Article VII hereof7, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable (and in any event within one Business Day unless otherwise agreed to by the parties hereto) after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.9 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shallagree, at the request of Parent and subject to Article VII VI hereof, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 3.03 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the outstanding Shares, Shares pursuant to the Offer or otherwise, the parties hereto shallagree, subject at the request of Parent or the Purchaser, to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment and purchase of such threshold, 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 (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire, together with the Parent Shares, at least 90% of the outstanding Shares, shares of Common Stock pursuant to the Offer or otherwiseOffer, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, and payment for shares of Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanyStockholders, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL. Section 2.12.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 8.1, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, Merger Sub or any direct or indirect other Subsidiary of Parent shall own own, in the 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 shall, subject to Article VII hereof, shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such threshold, acquisition without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything -------------------------------------- Section 1.9 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, or Purchaser and any direct or indirect Subsidiary other subsidiaries of Parent shall own have acquired in the aggregate at least 90% of the outstanding Shares, Shares pursuant to the Offer or otherwise, the parties hereto shall, subject to Article VII hereof, shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such thresholdand payment for Shares by Purchaser pursuant to the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.8, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect other Subsidiary of Parent shall own acquire 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 shallagree, at the request of Parent and subject to Article VII hereofVII, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the then outstanding Common Shares, pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, 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 (such Merger, a “Short Form Merger”).GCL. ARTICLE THREE DISSENTING SHARES; PAYMENT FOR SHARES

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.10 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, Merger Subsidiary or any direct or indirect other Subsidiary of Parent shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shallagree, at the request of Parent and subject to Article VII 6 hereof, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”).DGCL. ARTICLE 2

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.8, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, or the Purchaser and any direct or indirect Subsidiary other Subsidiaries of Parent shall own acquire in the aggregate at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shall, at the request of Parent and subject to Article VII VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire, together with the Parent Shares, at least 90% of the outstanding Shares, shares of Common Stock pursuant to the Offer or otherwiseOffer, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, and payment for shares of Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanyStockholders, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Notwith-standing -------------------------------------- Section 1.9, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shallagree, subject to Article VII hereofVII, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything Section 1.8 hereof, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, or the Purchaser and any direct or indirect Subsidiary other Subsidiaries of Parent shall own acquire in the aggregate at least 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto shall, at the request of Parent and subject to Article VII VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such thresholdacquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”)DGCL.

Merger Without Meeting of Stockholders. Notwithstanding anything -------------------------------------- Section 2.10, in this Agreement to the contrary, but subject to Section 7.1, if, at any time following the Acceptance Date, event that Parent, the Purchaser or any direct or indirect Subsidiary other subsidiary of Parent shall own acquire at least 90% of the then outstanding Common Shares, pursuant to the Offer or otherwise, the parties hereto shall, subject agree to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction acceptance for payment of such threshold, 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 (such Merger, a “Short Form Merger”)GCL.