Short-Form Merger. If, after the consummation of the Offer and any exercise of the Top-Up Option, the number of Shares beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least 90% of the then outstanding Shares, Parent shall cause Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request, in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 253 of the DGCL, and otherwise as provided in Article II below.
Short-Form Merger. Notwithstanding the foregoing, if, following the Offer Closing and the exercise, if any, of the Top-Up, Parent and its Affiliates shall own at least 90% of the outstanding shares of the Company Common Stock, the Parties shall take all necessary and appropriate action, including with respect to the transfer to Sub of any shares of Company Common Stock held by Parent or its Affiliates, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Stockholders’ Meeting in accordance with Section 253 of the DGCL.
Short-Form Merger. Notwithstanding the provisions of Section 7.3, in the event that Parent, Merger Sub or any other Subsidiary of Parent shall acquire a number of Company Shares equal to at least the Short Form Threshold, whether pursuant to the Offer upon the exercise of the Top-Up Option or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the Company Stockholders’ Meeting, in accordance with Section 253 of the DGCL.
Short-Form Merger. If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Merger Sub, or any other direct or indirect Subsidiary of Parent, shall own at least 90% of the outstanding shares of each class of capital stock of the Company, each of Parent, Merger Sub and the Company shall (subject to Article VI) take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Short-Form Merger. Notwithstanding anything to the contrary in this Agreement, if, after the Acceptance Time and any exercise of the Top-Up Option, the shares of Company Common Stock owned by Merger Subsidiary represent at least ninety percent (90%) of the then-outstanding shares of Company Common Stock, the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Subsidiary may reasonably request in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 3-106 of the MGCL, and otherwise as provided in ARTICLE 3. Subject to the Company’s compliance with Section 2.02(c), the Maryland Short Form Merger Notice will be disseminated with the Offer Documents to holders of shares of Company Common Stock.
Short-Form Merger. If, after the consummation of the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, the shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including Merger Sub) represent at least 90% of the then outstanding shares of Company Common Stock, Parent shall cause Merger Sub to, and the Company shall, execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 253 of the DGCL.
Short-Form Merger. Notwithstanding anything to the contrary in this Agreement, if, after the consummation of the Offer and any exercise of the Top-Up Option, the shares of Company Common Stock beneficially owned by Merger Sub represent at least ninety percent (90%) of the then-outstanding shares of Company Common Stock, Parent shall cause Merger Sub to, and the Company shall, execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may reasonably request, in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 3-106 of the MGCL, and otherwise as provided in this ARTICLE II. Parent shall cause notice of the Merger required by Section 3-106(d)(1) of the MGCL to be disseminated with the Offer Documents to holders of shares of Company Common Stock.
Short-Form Merger. If, after the consummation of the Offer and any exercise of the Top-Up Option, the number of Shares beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least one (1) share more than 90% of the Adjusted Outstanding Share Number after the issuance of the Top-Up Shares, Parent shall cause Merger Sub to, and Parent and Parent’s other Subsidiaries shall, transfer any such Shares they own to Merger Sub to enable Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request in order to, cause the Merger to be completed as promptly as reasonably practicable in accordance with Section 253 of the DGCL and otherwise as provided in ARTICLE 3.
Short-Form Merger. If, after the consummation of the Offer and any exercise of the Top-Up Option, the number of Shares Beneficially Owned by Parent, Merger Sub and any other Affiliates of Parent collectively represent at least ninety percent (90%) of the then-outstanding Shares, Parent shall cause Merger Sub, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may reasonably request, to complete the Merger as promptly as reasonably practicable without a meeting of the stockholders of the Company as permitted by MGCL Section 3-106 and otherwise as provided in Article II below. If the Effective Time has not occurred prior to October 1, 2014, then the Merger shall, at the option of the Company Board, be governed by Section 3-106.1 of the MGCL and effected on or after October 1, 2014 in accordance therewith. If the Merger is governed by Section 3-106.1 of the MGCL, Section 1.4 of this Agreement shall cease to be in effect and references in this Agreement to Section 3-106 of the MGCL or ninety percent (90%) of the then-outstanding Shares shall be deemed, respectively, to reference Section 3-106.1 of the MGCL (with any necessary or appropriate changes to the enumeration or lettering of subsections thereof) and two-thirds of the then-outstanding Shares, as necessary or appropriate.
Short-Form Merger. Notwithstanding any provision of this Section 7.03 to the contrary, if following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Parent, Merger Sub and their respective Subsidiaries shall hold, in the aggregate, at least eighty percent (80%) of the outstanding shares of Common Stock (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)), 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 or Affiliate of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the holding of a Shareholders Meeting in accordance with Section 1924(b)(1)(ii) of the PBCL.
