Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares 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 the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10the foregoing, in the event that Parentif Purchaser, the Purchaser or any other direct or indirect subsidiary of Parent Parent, shall acquire, in the aggregate, acquire at least 90% 90 percent of the outstanding Common Shares pursuant to and at least 90 percent of the Offer or otherwiseoutstanding 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 Acceptance Date Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEDelaware Law.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company pursuant to the Offer or otherwise, otherwise the parties hereto agree shall, subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 Chapter 55-11-04 of the OBCA. ARTICLE THREENCBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10the foregoing, in the event that Parent, the Purchaser Sub, or any other subsidiary of Parent their Affiliates shall acquire, in the aggregate, acquire at least ninety percent (90% %) of the outstanding Company Common Shares pursuant to the Offer or otherwiseShares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after the Acceptance Date expiration of the Offer, without a meeting of shareholders of the Company, in accordance with Section 60.491 1701.801 of the OBCA. ARTICLE THREEOGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or and any other subsidiary Subsidiaries of Parent shall acquire, acquire in the aggregate, aggregate at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEDGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or and any other subsidiary Subsidiaries of Parent shall acquire, acquire in the aggregate, aggregate at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 00-00-000 of the OBCA. ARTICLE THREETBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each outstanding class of capital stock of the Company pursuant to the Offer or otherwiseOffer, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date acceptance for payment of and payment for Securities by the Purchaser pursuant to the Offer without a meeting of shareholders of the CompanyShareholders, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEGCL.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in In the event that Parent, the Purchaser Parent or any other subsidiary Subsidiary of Parent shall acquire, in the aggregate, acquire ownership of at least 90% of the outstanding Common Shares pursuant to as a result of the Offer or otherwise, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date acceptance for payment and payment for Shares by Sub pursuant to the Offer or otherwise after the acquisition of 90% of the outstanding Shares without a meeting of shareholders the Company Shareholders of the Company, Company in accordance with Section 60.491 302A.621 of the OBCA. ARTICLE THREEMBCA.

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares 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 the Acceptance Date acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 905 of the OBCABCL. ARTICLE THREE

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10the foregoing, in the event that Parentif Sub, the Purchaser or any other direct or indirect subsidiary of Parent Parent, shall acquire, in the aggregate, acquire at least 90% 90 percent of the outstanding Common Shares pursuant to the Offer or otherwiseShares, 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 Acceptance Date Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 11.30 of the OBCA. ARTICLE THREEIBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in In the event that Parent, the Purchaser Sub or any other subsidiary Subsidiary of Parent Parent, shall acquire, in the aggregate, acquire at least 90% ninety percent of the then-outstanding Common Shares pursuant to the Offer or otherwise, each of the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 Article 5.16 (in lieu of Article 5.03.B) of the OBCA. ARTICLE THREETBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary Subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer Offer, the Top-Up Option 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 the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10-------------------------------------- the foregoing, in the event that Parentif Sub, the Purchaser or any other direct or indirect subsidiary of Parent Parent, shall acquire, in the aggregate, acquire at least 90% 90 percent of the outstanding Common Shares pursuant to the Offer or otherwiseShares, 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 Acceptance Date Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 11.30 of the OBCA. ARTICLE THREEIBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10the foregoing provisions of this Article I, in the event that Parentif Purchaser, the Purchaser or any other direct or indirect subsidiary of Parent shall acquireParent, in the aggregate, acquires at least 90% of the outstanding Common Shares pursuant to the Offer or otherwiseShares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date expiration of the Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 490.1104 of the OBCA. ARTICLE THREEIowa Code.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in In the event that Parent, the Purchaser or any other subsidiary of Parent Merger Subsidiary and their Affiliates shall acquire, have acquired in the aggregate, aggregate at least 90% of the issued and outstanding shares of Company Common Shares Stock pursuant to the Offer or otherwise, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date acceptance for payment of and payment for shares of Company Common Stock by Merger Subsidiary pursuant to the Offer, without a meeting of shareholders of the Company, in accordance with Section 60.491 13.1-719 of the OBCA. ARTICLE THREEVSCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.102.09, in the event that Parent, the Purchaser or any other subsidiary of Parent collectively shall acquire, in the aggregate, acquire at least 90% of the outstanding shares of Company Common Shares Stock 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 reasonably practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 302A.621 of the OBCA. ARTICLE THREEMBCA.

Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable prac ticable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 13.1-719 of the OBCA. ARTICLE THREEVSCA.