Common use of Short-Form Merger Clause in Contracts

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 anything to the foregoingcontrary contained in this Agreement, if, following if Parent shall own by virtue of the Offer Closing and the exercise, if any, of the Top-Up, Parent and its Affiliates shall own or otherwise at least 90% of the outstanding shares of the each class of Company Common StockStock (the “Short Form Threshold”), the Parties parties hereto 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, action to cause the merger of Merger Sub and the Company to become effective as soon as reasonably practicable after the Offer Closing such acquisition without the Stockholdersa stockholders’ Meeting meeting in accordance with Section 253 of the DGCL.

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 (or such other time as when Sub shall have acquired at least 90% of the outstanding shares of the Company Common Stock) without the StockholdersShareholders’ Meeting in accordance with Section 253 302A.621 of the DGCLMBCA.

Short-Form Merger. Notwithstanding the foregoing, if, following the Offer Closing Acceptance Time and the exercise, if any, of the Top-UpUp Option, Parent and its Affiliates shall own at least 90% of the outstanding shares of the Company Common Stock, the Parties 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 Offer Closing Acceptance Time without the Stockholders’ Company Stockholder Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding the foregoing, if, following the Offer Closing Closing, the Support Agreement Exchanges and the exercise, if any, of the Top-UpUp Option, Parent and its Affiliates affiliates shall own at least ninety percent (90% %) of the outstanding shares of the Company Common Stock, the Parties parties hereto shall take all necessary and appropriate action, including with respect to the transfer to 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 Offer Closing without the Stockholders’ Meeting in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if, following if Parent shall own by virtue of the Offer Closing and the exercise, if any, of the Top-Up, Parent and its Affiliates shall own or otherwise at least 90% of the outstanding shares of the each class of Company Common StockStock (determined on a fully diluted basis), the Parties parties hereto 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, action to cause the merger of Merger Sub and the Company to become effective as soon as reasonably practicable after the Offer Closing such acquisition without the Stockholdersa stockholders’ Meeting meeting in accordance with Section 253 of the DGCL.

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 one share more than 90% of the outstanding shares of the Company Common StockFully Diluted Share Number, 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 anything to the foregoingcontrary contained in this Agreement, if, following if Parent shall own by virtue of the Offer Closing and the exercise, if any, of the Top-Up, Parent and its Affiliates shall own or otherwise at least 90% of the outstanding shares of the each class of Company Common StockStock (the “Short Form 56 Threshold”), the Parties parties hereto 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, action to cause the merger of Merger Sub and the Company to become effective as soon as reasonably practicable after the Offer Closing such acquisition without the Stockholdersa stockholders’ Meeting meeting in accordance with Section 253 of the DGCL.

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 one share more than 90% of the outstanding shares of the Company Common StockFully Diluted Share Number, 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.