Merger Without Meeting of Shareholders Sample Clauses

Merger Without Meeting of Shareholders. Notwithstanding Section 1.8 hereof, if permitted by the NHBCA, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company.
Merger Without Meeting of Shareholders. Notwithstanding the foregoing, if Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares and at least 90 percent of the outstanding Nonvoting Shares, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 253 of the Delaware Law.
Merger Without Meeting of Shareholders. If Parent, Merger Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree, at the request of Parent, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment of, and payment for, the Shares pursuant to the Offer without a meeting of stockholders of the Company in accordance with the DGCL.
Merger Without Meeting of Shareholders. Notwithstanding anything to the contrary in Section 6.8, in the event that any Parent Company, whether pursuant to the Offer, upon exercise of the Top-Up Option or otherwise, shall acquire at least ninety percent (90%) of the outstanding Shares, the parties hereto agree, subject to Article VII, to take all necessary and appropriate actions to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 253 of the DGCL (a “Short Form Merger”). Notwithstanding anything to the contrary in this Agreement, if the conditions set forth in Section 2.9(b) have been satisfied, Merger Sub shall exercise the Top-Up Option as promptly as practicable following the Acceptance Time.
Merger Without Meeting of Shareholders. If at any time after the Acceptance Date, Parent and its Affiliates shall own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of shareholders of the Company in accordance with the MBCA.
Merger Without Meeting of Shareholders. 10 ARTICLE II
Merger Without Meeting of Shareholders. Notwithstanding the terms of Section 2.6, in the event that, following the Acceptance Time and, if applicable, the expiration of any “subsequent offering periodprovided by Purchaser and the exercise of the Top-Up Option by Purchaser (each pursuant to and in accordance with this Agreement), Parent, Purchaser and their respective Subsidiaries shall own, in the aggregate, at least 90% of the outstanding shares of each class and series of capital stock of the Company entitled to vote on the approval and adoption of this Agreement under the MBCA (the “Short Form Threshold”) Parent shall cause Purchaser to, and Parent’s other Subsidiaries shall transfer any Shares they own to Purchaser to enable Purchaser to, cause the Merger to become effective as promptly as practicable, without a meeting of shareholders of the Company, in accordance with Section 621 of the MBCA.
Merger Without Meeting of Shareholders. 14 Article III The Merger And Related Matters