Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, Parent, Purchaser and the exercise of the 90% Top-Up Option, if applicable, Parent Company shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding If, following the terms Offer and any subsequent offering period or the exercise of Section 1.9the Top-Up Option, Parent and Purchaser (together with any other direct or indirect wholly owned Subsidiary of Parent), shall hold in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, aggregate at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption Company, each of this Agreement under the DGCL (the “Short Form Threshold”)Parent, following the Appointment Time Purchaser and the expiration of any “subsequent offering period” provided by Purchaser pursuant Company shall (subject to Section 7.1) take all necessary and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall appropriate action to cause the Merger to become effective effective, as promptly soon as practicablepracticable after the consummation of the Offer or any subsequent offering period or the exercise of the Top-Up Option, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL Shares (the “Short Form Threshold”), ) following the Appointment Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent the parties hereto shall cause the Merger to become effective as promptly as practicablepromptly, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, anything in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under to the DGCL (the “Short Form Threshold”)contrary, but subject to Section 6.1, if, following the Appointment Time Offer and any subsequent offering period and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreementexercise, if applicableany, and the exercise of the 90% Top-Up Option, if applicableParent, or any direct or indirect Subsidiary of Parent shall own at least 90% of the outstanding Shares, pursuant to the Offer, exercise of the Top-Up Option or otherwise, the parties hereto shall, subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as promptly soon as practicablepracticable after the satisfaction of 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 the terms of Section 1.91.5, if after the latest of (a) the Acceptance Date, (b) the expiration of any “subsequent offering period” provided by the Purchaser in accordance with this Agreement, and (c) any exercise of the event that Top-Up Option, Parent, Purchaser the Purchaser, and their respective subsidiaries and affiliates Subsidiaries shall then hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL applicable Law (the “Short Form Threshold”), following the Appointment Time Parent and the expiration of any “subsequent offering period” provided by Purchaser pursuant agree to take all necessary and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall appropriate action to cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “"Short Form Threshold”"), following the Appointment Time and the expiration of any “"subsequent offering period” " provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.91.11, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall holdown of record, in the aggregate, at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.91.8, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL Shares (the “Short Form Threshold”), following the Appointment Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicablepromptly, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. Table of Contents

Merger Without Meeting of Stockholders. Notwithstanding anything in this Agreement to the terms contrary, but subject to Article VII, if, following the Offer and any Subsequent Offering Period and the exercise, if any, of Section 1.9the Top-Up Option, in the event that Parent, Purchaser and their respective subsidiaries and affiliates or any direct or indirect subsidiary of Parent shall hold, in the aggregate, own at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Time and the expiration of any “subsequent offering period” provided by Purchaser Common Stock pursuant to and in accordance with this Agreementthe Offer, if applicable, and the exercise of the 90% Top-Up OptionOption or otherwise, if applicablethe parties hereto shall, Parent shall subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as promptly as practicablepracticable after the satisfaction of such threshold, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.91.10, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall holdown of record, in the aggregate, at least ninety percent (90%) % of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”), following the Appointment Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates Subsidiaries shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL Shares (the “Short Form Threshold”), ) following the Appointment Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent the parties hereto shall cause the Merger to become effective as promptly as practicablepromptly, 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 If, following the terms Offer and any subsequent offering period or the exercise of Section 1.9the Top-Up Option, Parent and Purchaser (together with any other direct or indirect wholly-owned Subsidiary of Parent), will hold in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, aggregate at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company that would otherwise be entitled to vote on the adoption of this Agreement under the DGCL (the “Short Form Threshold”)Agreement, following the Appointment Time each of Parent, Purchaser and the expiration of any “subsequent offering period” provided by Purchaser pursuant Company will (subject to Section 7.1) take all necessary and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall appropriate action to cause the Merger to become effective as effective, promptly as practicableafter the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding If, following the terms Offer and any subsequent offering period or the exercise of Section 1.9the Top-Up Option, Parent and Purchaser (together with any other direct or indirect wholly-owned Subsidiary of Parent), will hold in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, aggregate at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company that would otherwise be entitled to vote on the adoption of this Agreement under applicable Law and the DGCL Company’s certificate of incorporation and by-laws (the “Short Form Threshold”), following the Appointment Time each of Parent, Purchaser and the expiration of any “subsequent offering period” provided by Purchaser pursuant Company will (subject to Section 7.1) take all necessary and in accordance with this Agreement, if applicable, and the exercise of the 90% Top-Up Option, if applicable, Parent shall appropriate action to cause the Merger to become effective as effective, promptly as practicableafter the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.