Common use of Short-Form Merger Clause in Contracts

Short-Form Merger. Notwithstanding the foregoing, if, following the Acceptance Time and the exercise, if any, of the Top-Up Option, Parent and its Affiliates shall own at least 90% of the outstanding shares of the Company Common Stock, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger 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 Acceptance Time without the Company Stockholder Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoingIf, if, at any time following the Acceptance Time and the exercise, if any, of the Top-Up OptionTime, Parent and its Affiliates shall own own, in the aggregate, at least 90% of the issued and outstanding shares of the Company Common StockStock (determined on a fully-diluted basis), the parties hereto Parties shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any such shares of Company Common Stock held by Parent or its Affiliates, to cause the Merger to become effective as soon as practicable possible after the Acceptance Time without the Company Stockholder Meeting vote or consent of the Company’s stockholders in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoing, if, following the Acceptance Time Offer Closing and the exercise, if any, of the Top-Up OptionUp, Parent and its Affiliates shall own at least 90% of the outstanding shares of the Company Common Stock, the parties hereto Parties shall take all necessary and appropriate action, including with respect to the transfer to Merger 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 Acceptance Time Offer Closing without the Company Stockholder Stockholders’ Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoing, if, following the Acceptance Time Offer Closing and the exercise, if any, of the Top-Up OptionUp, Parent and its Affiliates shall own at least one share more than 90% of the outstanding shares of the Company Common StockFully Diluted Share Number, the parties hereto Parties shall take all necessary and appropriate action, including with respect to the transfer to Merger 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 Acceptance Time Offer Closing without the Company Stockholder Stockholders' Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoing, if, following the Acceptance Time Offer Closing, the Support Agreement Exchanges and the exercise, if any, of the Top-Up Option, Parent and its Affiliates affiliates shall own at least ninety percent (90% %) of the outstanding shares of the Company Common Stock, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Acquisition Sub of any shares of Company Common Stock held by Parent or its Affiliatesaffiliates, to cause the Merger to become effective as soon as practicable after immediately following the Acceptance Time Offer Closing without the Company Stockholder Stockholders’ Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoing, if, following the Acceptance Time Offer Closing and the exercise, if any, of the Top-Up OptionUp, Parent and its Affiliates shall own at least one share more than 90% of the outstanding shares of the Company Common StockFully Diluted Share Number, the parties hereto Parties shall take all necessary and appropriate action, including with respect to the transfer to Merger 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 Acceptance Time Offer Closing without the Company Stockholder Stockholders’ Meeting in accordance with Section 253 of the DGCL.