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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)
Short-Form Merger. Notwithstanding the provisions of this Section 7.36.2 or Section 6.3 hereof, in the event that Parent, Merger Sub or any other Subsidiary of Parent Parent, shall acquire a number at least ninety percent (90%) of the issued and outstanding 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 a meeting of the Company Stockholders’ Meetingstockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
