Merger Without Meeting of Shareholders. Notwithstanding the terms of Section 5.3, if after the Acceptance Time and, if applicable, the exercise of the Top-Up Option, Parent, Purchaser and any other Subsidiary of Parent own that number of shares of Company Common Stock equal to or in excess of the Short-Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable without a meeting of the Company shareholders in accordance with Section 180.1104 of the WBCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc), Agreement and Plan of Merger (Abc-Mart, Inc.)
Merger Without Meeting of Shareholders. Notwithstanding anything to the terms of Section 5.3contrary set forth in this Agreement, if after in the Acceptance Time and, if applicable, the exercise of the Top-Up Option, event that Parent, Purchaser Merger Sub and any other Subsidiary of Parent their Subsidiaries shall own that a number of shares of Company Common Stock equal to (including any Top-Up Option Shares) that meets or in excess of exceeds the Short-Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as promptly soon as practicable after the Acceptance Time without a meeting of the Company shareholders Shareholders Meeting in accordance with Section 180.1104 the applicable provisions of the WBCLTBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp)
Merger Without Meeting of Shareholders. Notwithstanding anything to the terms of Section 5.3contrary set forth in this Agreement, if after in the Acceptance Time and, if applicable, the exercise of the Top-Up Option, Parent, Purchaser and any other Subsidiary of Parent event that Merger Sub shall own that a number of shares of Company Common Stock equal to (including any Top-Up Option Shares) that meets or in excess of exceeds the Short-Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as promptly soon as practicable after the Acceptance Time without a meeting of the Company shareholders Shareholders Meeting in accordance with Section 180.1104 the applicable provisions of the WBCLTBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
