Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the Offer, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Tambrands Inc), Agreement and Plan of Merger (Procter & Gamble Co)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto 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 expiration of 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 (Quad-C Inc), Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Stimsonite Corp)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if Merger event that Sub, or any other direct or indirect subsidiary Subsidiary of PurchaserInvestor, shall acquire at least 90 percent 90% of the outstanding shares of Common Stock pursuant to and at least 90% of the Offeroutstanding shares of the Exchangeable Preferred, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
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 the foregoing, -------------------------------------- if Merger Sub, or together with any other direct or indirect subsidiary of Purchaser, shall acquire own at least 90 percent 90% of the outstanding shares of Common Stock pursuant to upon consummation of the Offer, the parties hereto 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 expiration of 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 (Hughes Electronics Corp), Agreement and Plan of Merger (Telocity Delaware Inc)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting vote of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marcam Solutions Inc), Agreement and Plan of Merger (Marcam Solutions Inc), Agreement and Plan of Merger (M Acquisition Corp)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferShares, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting vote of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
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 In the foregoing, if event that Merger Sub, or any other direct or indirect subsidiary of Purchaser, Sub shall acquire have acquired at least 90 ninety percent (90%) of the outstanding shares of Common Stock pursuant each class of capital stock of the Company entitled to vote on the Merger upon completion of the Offer, the parties hereto shall agree, at the request of Merger Sub and subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer such acquisition, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workgroup Technology Corp), Agreement and Plan of Merger (Softech Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing-------------------------------------- foregoing in this Article II, if Merger in the event that Sub, or any other direct or indirect subsidiary of PurchaserParent, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Earth Technology Corp Usa)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or together with any other direct or indirect subsidiary of Purchaser, shall acquire own at least 90 percent 90% of the outstanding shares of Common Stock pursuant to upon consummation of the Offer, the parties hereto 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 expiration of 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 the foregoingforegoing in this Article II, if Merger in the event that Sub, or any other direct or indirect subsidiary of PurchaserParent, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elco Industries Inc), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Merger SubSubsidiary, or any other direct or indirect subsidiary of PurchaserPLC, shall acquire at least 90 percent of the outstanding shares of Common Stock Shares pursuant to the Tender Offer, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Tender 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 (Orion Capital Corp), Agreement and Plan of Merger (Royal Group Inc/)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger in the event that Sub, or any other direct or indirect subsidiary of PurchaserParent, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Humana Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary Subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto to this Agreement shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingforegoing but subject to the provisions of Section 8.3(f), if Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Health Systems Inc/)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingforegoing in this Article II, if Merger in the event that Sub, or any other direct or indirect subsidiary of PurchaserParent, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. 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 -------------------------------------- the foregoing, if Merger in the event that Sub, or any other direct or indirect subsidiary of PurchaserParent, shall acquire at least 90 percent of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding the foregoingforegoing but subject to the provisions of Section 8.3(f), if Merger Sub, or any other direct or indirect subsidiary of Purchaser, shall acquire at least 90 percent 90% of the outstanding shares of Common Stock pursuant to the OfferStock, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Summit Petroleum Corp)
