Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) If the adoption of this Agreement by the stockholders of the Company is required by the DGCL, so long as the Company Board shall not have effected a Change of Recommendation, (a) the Company shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws and the Nasdaq Marketplace Rules to call, give notice of, convene and hold a meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) as soon as is reasonably practicable following the Offer Closing for the purpose of approving this Agreement, and (b) in connection with the Company Stockholders Meeting, as soon as is reasonably practicable following the Offer Closing the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and the Exchange Act; provided, that, if upon the date initially fixed for the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Company may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions. Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement, to Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the Company Board that the Company’s stockholders approve this Agreement (the “Company Recommendation”). (b) At the Company Stockholders Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the shares of Common Stock then owned of record by Parent or Merger Sub in favor of the adoption of this Agreement and approval of the Merger, and Parent shall use its reasonable best efforts to deliver or provide (or cause to be delivered or provided), in its capacity as a stockholder of the Company, any other approvals that are required by applicable Law to effect the Merger. (c) Notwithstanding the foregoing, if following the Offer and any subsequent offering period, Parent and its Subsidiaries shall own at least ninety percent (90%) of the outstanding shares of the Common Stock (the “Short-Form Threshold”), the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Stockholder Meeting in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the adoption of this Agreement by the stockholders of the Company is required by In accordance with the DGCL, so long as the Company Board DPSG Charter, the DPSG By-laws, the Exchange Act, and any applicable rules and regulations of NYSE, DPSG, in consultation with Maple Parent, shall not have effected a Change of Recommendation, (a) the Company shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws and the Nasdaq Marketplace Rules to call, give notice of, convene and hold a meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company DPSG Stockholders Meeting”) Meeting as soon promptly as is reasonably practicable following the Offer Closing date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the board of directors of DPSG after consultation with Maple Parent regarding such dates) and shall as promptly as reasonably practicable following the date of this Agreement, for the purpose of approving obtaining the DPSG Stockholders Approval, duly set a record date for determining the stockholders entitled to notice of, and to vote at the DPSG Stockholders Meeting (such date to be at least 20 Business Days following the initiation of a broker search pursuant to Rule 14a-13 under the Exchange Act). Subject to the terms of this Agreement, the DPSG Board of Directors shall recommend that the stockholders of DPSG vote in favor of the approval of the DPSG Charter Amendment and (b) the DPSG Stock Issuance. DPSG shall comply with the DGCL, the DPSG Charter and DPSG By-laws, the Exchange Act, and the rules and regulations of NYSE in connection with the Company DPSG Stockholders Meeting, including preparing and delivering the Proxy Statement to DPSG’s stockholders, as soon required pursuant to the Exchange Act and Section 7.04(b) below. Subject to the terms of this Agreement, unless there has been a Change of Recommendation, DPSG shall use its commercially reasonable efforts to solicit (or cause to be solicited) from its stockholders proxies constituting the DPSG Stockholders Approval. DPSG shall not change the date of, postpone or adjourn the DPSG Stockholders Meeting without the consent of Maple Parent (which may not be unreasonably withheld, conditioned or delayed); provided, that, without Maple Parent’s consent, DPSG may adjourn or postpone the DPSG Stockholders Meeting as may be required by applicable Law and no more than two times (i) to ensure that any required supplement or amendment to the Proxy Statement is reasonably practicable provided to DPSG’s stockholders within a reasonable amount of time in advance of the DPSG Stockholders Meeting, (ii) to allow reasonable additional time to solicit from its stockholders proxies in favor of approval of the DPSG Charter Amendment and the DPSG Stock Issuance, (iii) if as of the time for which the DPSG Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) or the time scheduled for reconvening the DPSG Stockholders Meeting, there are insufficient shares of DPSG Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the DPSG Stockholders Meeting or at such time DPSG has not received proxies sufficient to allow the receipt of the DPSG Stockholders Approval at the DPSG Stockholders Meeting, or (iv) as required by applicable Law; provided, further, that the DPSG Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than 30 days after the date on which the DPSG Stockholders Meeting was originally scheduled without the prior written consent of Maple Parent. Maple Parent may cause DPSG to postpone or adjourn the DPSG Stockholders Meeting by prior written notice to DPSG once for a period of no longer than ten Business Days and at such time DPSG has not received proxies sufficient to allow the receipt of the DPSG Stockholders Approval at the DPSG Stockholders Meeting and Maple Parent informs DPSG that Maple Parent believes in good faith that additional time is required to solicit stockholder proxies in favor of approval of the DPSG Charter Amendment and the DPSG Stock Issuance. (b) Promptly following the Offer Closing date of this Agreement, DPSG, with the Company assistance of Maple Parent, shall prepare prepare, and DPSG shall file with the SEC a proxy statement (together with all amendments and supplements theretoSEC, the “preliminary Proxy Statement”) Statement and any amendments or supplements thereto in form and substance reasonably satisfactory to each of DPSG and Maple Parent relating to the Merger and this Agreement and furnish the information required to be provided Transactions. Subject to the stockholders terms of the Company pursuant to the DGCL and the Exchange Act; provided, that, if upon the date initially fixed for the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Company may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions. Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement, to Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendationthis Agreement, the Proxy Statement shall reflect the DPSG Recommendation and shall include the recommendation a description of the Company other Board that Actions. Maple Parent shall, and shall use its reasonable best efforts to cause its Representatives and Affiliates to, cooperate with DPSG in the Company’s stockholders approve this Agreement (preparation of the “Company Recommendation”). (b) At preliminary Proxy Statement and the Company Stockholders Meeting or any postponement or adjournment thereof, Parent definitive Proxy Statement and shall votefurnish to DPSG all information relating to it required by the Exchange Act for inclusion in, or cause to assist DPSG in preparing, the Proxy Statement (and responding to any comments from the SEC or its staff with respect thereto), including without limitation, such financial statements and other information relating to it and its Affiliates required to be votedincluded in the Proxy Statement by Regulation 14A under the Exchange Act or other applicable Law to be included in the Proxy Statement. In addition, all of the shares of Common Stock then owned of record by Parent or Merger Sub in favor of the adoption of this Agreement and approval of the Merger, and Maple Parent shall use its reasonable best efforts to deliver or cause its independent accountants to provide (or cause assistance and cooperation to be delivered or provided), DPSG in its capacity as a stockholder connection with the preparation of the CompanyProxy Statement, any other approvals that are including without limitation, to the extent required by applicable Law Law, providing consent to effect DPSG to include their audit reports in the Merger. (c) Notwithstanding Proxy Statement and providing reasonable assistance in the foregoing, if following preparation of pro forma financial statements to be included in the Offer and any subsequent offering period, Proxy Statement. DPSG shall promptly provide Maple Parent and its Subsidiaries counsel with copies of any written comments, and shall own at least ninety percent (90%) inform them of any oral comments, that DPSG or its counsel may receive from the SEC or its staff with respect to any preliminary Proxy Statement, and DPSG shall use its commercially reasonable efforts, after consultation with and with the assistance of Maple Parent, to respond as promptly as practicable to any such comments of the outstanding shares SEC or its staff and to cause the Proxy Statement in definitive form to be mailed to DPSG’s stockholders at the earliest practicable time. Each of DPSG and Maple Parent shall promptly advise the other if it determines that any information provided by it for use in the Proxy Statement was or shall have become false or misleading in any material respect and shall promptly notify the other if it becomes aware of any material fact not contained in the Proxy Statement and required to be stated therein or necessary to make the statements therein, in light of the Common Stock (the “Short-Form Threshold”)circumstances under which they were made, the parties hereto not misleading. DPSG shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and appropriate actionto be disseminated to holders of shares of DPSG Capital Stock, including in each case as, and to the extent, required by applicable Law. DPSG shall promptly provide Maple Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that DPSG or its counsel may receive from the SEC or its staff requesting any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement, and DPSG and Maple Parent shall cooperate in filing with the SEC or its staff, and if required by applicable Law, DPSG shall mail to its stockholders, as promptly as reasonably practicable, such amendment or supplement. DPSG shall provide Maple Parent and its counsel a reasonable opportunity to review any written responses to all SEC comments with respect to a preliminary or definitive Proxy Statement and DPSG shall give due consideration to the transfer to Merger Sub of any shares of Common Stock held reasonable additions, deletions or changes suggested thereto by Maple Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Stockholder Meeting in accordance with Section 253 of the DGCLand its counsel.

Proxy Statement; Stockholders Meeting. (a) If As promptly as practicable after the adoption execution of this Agreement Agreement, the Parent shall prepare and file with the SEC a preliminary proxy statement (the "Preliminary Proxy Statement") relating to the required approval by or meeting of the Parent's stockholders at the Parent Stockholders' Meeting. The Company and its counsel shall be given reasonable opportunity to review and comment on the Preliminary Proxy Statement (including all amendments and supplements thereto) prior to the filing thereof with the SEC. The Parent shall use its commercially reasonable efforts to obtain and furnish the information required to be included in the Preliminary Proxy Statement; and the Parent shall respond promptly to any comments made by the stockholders SEC with respect to the Preliminary Proxy Statement. As promptly as practicable after approval of the Company is required Preliminary Proxy Statement by the DGCLSEC, so long the Parent shall cause the Preliminary Proxy Statement to be finalized and mailed with a proxy to the Parent's stockholders. The Preliminary Proxy Statement, as approved by the SEC and at the time it is initially mailed to the Parent's stockholders together with all duly filed amendments or revisions made thereto, if any, similarly mailed shall be referred to as the Company Board shall not have effected a Change of Recommendation"Proxy Statement." (b) Subject to Section 6.8, (a) the Company shall take all action necessary Parent, acting through the Parent Board, shall, in accordance with applicable Law and its certificate articles of incorporation and bylaws and the Nasdaq Marketplace Rules to bylaws, duly call, give notice of, convene and hold a special meeting of the Company’s its stockholders (including any adjournment or postponement thereof, the “Company Stockholders "Parent Stockholders' Meeting”) as soon as is reasonably practicable following the Offer Closing for the purpose of approving this Agreement, and (b) in connection with the Company Stockholders Meeting, as soon as is reasonably practicable following the Offer Closing the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and the Exchange Act; provided, that, if upon the date initially fixed for the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Company may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions. Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement, to Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the Company Board that the Company’s stockholders approve this Agreement (the “Company Recommendation”). (b) At the Company Stockholders Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the shares of Common Stock then owned of record by Parent or Merger Sub in favor of the adoption of this Agreement and approval of the Merger, and Parent shall use its reasonable best efforts to deliver or provide (or cause to be delivered or provided"), in its capacity as a stockholder of the Company, any other approvals that are required by applicable Law to effect the Merger. (c) Notwithstanding the foregoing, if following the Offer and any subsequent offering period, Parent and its Subsidiaries shall own at least ninety percent (90%) of the outstanding shares of the Common Stock (the “Short-Form Threshold”), the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without Parent has responded to all SEC comments with respect to the Preliminary Proxy Statement. Notice of the Parent Stockholders' Meeting shall be mailed to the stockholders of the Parent along with the Proxy Statement. (c) The Proxy Statement will not, at the date mailed to the Parent's stockholders and at the time of the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply in all material respects with the provisions of the Exchange Act. (d) The Company shall promptly furnish to the Parent all information concerning the Company Stockholder Meeting and its Subsidiaries and the LLC Member that may be required or reasonably requested in accordance connection with any action contemplated by this Section 253 6.7. None of the DGCLinformation furnished to the Parent in writing by the Company expressly for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to stockholders of the Parent or at the time of the Parent Stockholders' Meeting (or any adjournment or postponement thereof) shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

Proxy Statement; Stockholders Meeting. (a) If the adoption of this Agreement by the stockholders of the Company Stockholder Approval is required by under the DGCL, so long as soon as reasonably practicable following the consummation or expiration of the Offer, the Company Board shall, with the assistance of Parent, prepare and file with the SEC the Proxy Statement and shall not have effected a Change of Recommendationrespond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, (a) the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with the Company regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by the Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL, as soon as reasonably practicable following the consummation or expiration of the Offer, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with applicable Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws and the Nasdaq Marketplace Rules Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the Company’s stockholders purpose of obtaining the Company Stockholder Approval (including such meeting or any adjournment or postponement thereof, the “Company Stockholders Meeting”) as soon as is reasonably practicable following the Offer Closing for the purpose of approving this Agreement, and (b) in connection with the Company Stockholders Meeting, as soon as is reasonably practicable following the Offer Closing the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and the Exchange Act); provided, thatthat the record date for any such Company Meeting shall be after the Acceptance Date, and, if upon the Top-Up Option is exercised by Parent, after the date initially fixed for on which the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Company may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions. Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing closing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy purchase of the Proxy StatementTop-Up Option Shares occurs pursuant to Section 1.3, and any amendment (ii) subject to the Proxy StatementSection 5.3, to Parent, and will consider inclusion into include in the Proxy Statement comments timely received the Recommendation and (iii) use reasonable best efforts to solicit from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the Company Board that the Company’s stockholders approve this Agreement (the “Company Recommendation”). (b) At the Company Stockholders Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the shares of Common Stock then owned of record by Parent or Merger Sub proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement and approval of the Merger, and Parent shall use its reasonable best efforts to deliver or provide (or cause to be delivered or provided), in its capacity as a stockholder of the Company, any other approvals that are required by applicable Law to effect the Mergeris terminated. (c) Notwithstanding the foregoing, if following a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the Offer and any subsequent offering periodDGCL, the Company, Parent and its Subsidiaries shall own at least ninety percent (90%) of the outstanding shares of the Common Stock (the “Short-Form Threshold”), the parties hereto Merger Sub shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Common Stock held by Parent or any Subsidiary of Parent, action to cause the Merger to become effective as soon as practicable after on the Offer Closing dates specified in Section 2.2 without the a Company Stockholder Meeting Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If The Merger Agreement provides that, if a meeting of the adoption Company's stockholders is required by Delaware Law to approve the Merger Agreement and the Merger, then promptly after consummation of this Agreement by the Offer, the Company will prepare and will file with the Commission as promptly as practicable a preliminary proxy statement, together with a form of proxy, with respect to the meeting of the Company's stockholders at which the stockholders of the Company is required will be asked to vote upon and approve the Merger Agreement and the Merger. As promptly as practicable after such filing, subject to compliance with the rules and regulations of the Commission, the Company will prepare and file a definitive Proxy Statement and form of proxy with respect to such meeting (the "Proxy Statement") and will use all reasonable efforts to have the Proxy Statement cleared by the DGCLCommission as promptly as practicable, so long as and promptly thereafter will mail the Proxy Statement to stockholders of the Company. In lieu of a stockholders meeting, the Company Board shall not have effected a Change could seek stockholder approval of Recommendation, (a) the Company shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws Merger Agreement and the Nasdaq Marketplace Rules Merger by written consent. Pursuant to callthe Merger Agreement, give notice of, convene and hold if a meeting of the Company’s 's stockholders is required by Delaware Law to approve the Merger Agreement and the Merger, then as promptly as practicable after consummation of the Offer, the Company will take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting (or obtain the written consents) of its stockholders (including any adjournment or postponement thereofthe "Special Meeting") to consider and vote upon the Merger Agreement and the Merger. The Merger Agreement further provides that the affirmative vote of stockholders required for approval of the Merger Agreement and Merger will be no greater than a majority. It also provides that, subject to the fiduciary duties of the Board under Delaware Law, the “Company Stockholders Meeting”) as soon as is reasonably practicable following Proxy Statement will contain the Offer Closing for recommendation of the purpose of approving this Agreement, and (b) in connection with the Company Stockholders Meeting, as soon as is reasonably practicable following the Offer Closing the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to Board that the stockholders of the Company pursuant vote to adopt and approve the DGCL Merger Agreement and the Exchange Act; provided, that, if upon the date initially fixed for Merger and the Company Stockholders Meeting, the conditions set forth in Section 8.1(b) and Section 8.1(c) have not been met, the Company may reschedule or adjourn the Company Stockholders Meeting to such later date as the Company, in will use its reasonable discretion, considers efforts to be more proximate to the probable satisfaction of such conditions. Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement, to Parent, and will consider inclusion into the Proxy Statement comments timely received solicit from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to SEC comments, if any. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation stockholders of the Company Board that the Company’s stockholders approve this Agreement (the “Company Recommendation”). (b) At the Company Stockholders Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the shares of Common Stock then owned of record by Parent or Merger Sub proxies in favor of the such adoption of this Agreement and approval (and Purchaser will vote all Shares purchased by it in favor of the Merger, such adoption and Parent shall use its reasonable best efforts approval) and to deliver or provide (or cause to be delivered or provided)take all other action necessary or, in its capacity as a stockholder the reasonable judgment of Parent, helpful to secure the Company, any other approvals that are vote or consent of stockholders required by applicable Delaware Law to effect the Merger. (c) Notwithstanding the foregoing, if following the Offer and any subsequent offering period, Parent and its Subsidiaries shall own at least ninety percent (90%) of the outstanding shares of the Common Stock (the “Short-Form Threshold”), the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Stockholder Meeting in accordance with Section 253 of the DGCL.