Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Smith & Nephew Inc), Agreement and Plan of Merger (Oratec Interventions Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.8, in the foregoing, if Sub, or any other direct or indirect subsidiary of event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90 percent 90% of the outstanding SharesShares 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 expiration the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Xyratex LTD)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (OAO Severstal)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.10 hereof, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of each class of the stock of the Company, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer Offer, but in no event later than six business days thereafter, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (CCH Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire event that Sub has acquired at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to SECTION 7, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that -------------------------------------- Parent, if Sub, or the Purchaser and/or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding Sharesshares of Company Common Stock, 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emusic Com Inc), Agreement and Plan of Merger (Universal Music Group Inc), Agreement and Plan of Merger (Emusic Com Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, If Parent and its subsidiaries (including Merger Subsidiary) shall acquire in the aggregate at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree to Parent shall take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCLDelaware Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Oracle Corp /De/)
Merger Without Meeting of Stockholders. Notwithstanding anything to the foregoingcontrary in this Agreement, if Sub, or any other direct or indirect subsidiary of Parent, Purchaser or their respective affiliates shall acquire at least 90 percent 90% of the outstanding Shares, each of Parent, Purchaser and the parties hereto agree to Company shall take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Seneca West Corp), Agreement and Plan of Merger (Pacific Rehabilitation & Sports Medicine Inc), Agreement and Plan of Merger (Harcor Energy Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if SubIf Purchaser, or any other direct or indirect subsidiary Subsidiary (as defined in Section 9.10) of Parent, shall acquire hold at least 90 percent of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, each of Parent, Purchaser and the parties hereto agree to Company shall take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Discount Brokers Group Inc), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingSection 3.10, if Sub, or any other direct or indirect subsidiary of Parent, the Parent Parties shall acquire or otherwise own, in the aggregate, at least 90 percent 90.0% of the then outstanding Company Common Shares, 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 expiration acceptance of and payment for the Company Common Shares by Merger Sub pursuant to the Offer without a meeting of stockholders of the CompanyCompany Stockholders, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDelaware Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (H2o Acquisition Co), Agreement and Plan of Merger (Nalco Chemical Co), Agreement and Plan of Merger (Nalco Chemical Co)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon 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 expiration the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. ARTICLE THREE
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingSection 2.10, if SubParent, Purchaser, or any of Parent’s other direct or indirect subsidiary of Parentsubsidiaries and affiliates acquires, shall acquire in the aggregate, at least 90 percent 90% of the outstanding SharesShares (including Shares held by the Parent and its direct and indirect subsidiaries and affiliates) 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 expiration in accordance with Section 253 of the Offer DGCL promptly after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Acquisition CORP)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Sub, or any other direct or indirect subsidiary Subsidiary of ParentInvestor, shall acquire at least 90 percent 90% of the outstanding Sharesshares of Common Stock and at least 90% of the outstanding shares of the Exchangeable Preferred, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, -------------------------------------- if Merger Sub, or together with any other direct or indirect subsidiary of ParentPurchaser, shall acquire own at least 90 percent 90% of the outstanding Sharesshares of Common Stock upon consummation of the Offer, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within five Business Days, after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hughes Electronics Corp), Agreement and Plan of Merger (Telocity Delaware Inc), Agreement and Plan of Merger (Telocity Delaware Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of ParentPurchaser, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within five business days, after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Stimsonite Corp), Agreement and Plan of Merger (Quad-C Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to SECTION 7, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien Group S.a.r.l.)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of ParentPurchaser, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock pursuant to the Offer, 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 expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tambrands Inc), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Procter & Gamble Co)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Merger Sub, or any other direct or indirect subsidiary of ParentPurchaser, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, 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 expiration of the Offer without a meeting vote of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marcam Solutions Inc), Agreement and Plan of Merger (M Acquisition Corp), Agreement and Plan of Merger (Marcam Solutions Inc)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Parent or Sub, or any other direct or indirect subsidiary of Parentcollectively, shall acquire at least 90 percent 90% of the issued and outstanding Sharesshares of Company Common Stock, the parties hereto Company, Parent and Sub agree to take all appropriate and necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration or termination of the Offer Offer, without a meeting of stockholders of the CompanyCompany Stockholders, in accordance with Section 253 92A.180 of the DGCLNGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tcsi Corp), Agreement and Plan of Merger (Rocket Software Inc)
Merger Without Meeting of Stockholders. Notwithstanding If, following consummation of the foregoingOffer and any Subsequent Offering Period or the exercise of the Top-Up Option, if Sub, or any other direct or indirect subsidiary of Parent, Holding or Merger Sub shall acquire hold at least 90 percent (90%) of the then outstanding Shares, each of Parent, Merger Sub and the parties hereto agree Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective as soon promptly as practicable after expiration of the Offer practicable, without a meeting of stockholders of the Companystockholders, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astellas Pharma Inc.), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoingevent that Parent, if Sub, Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Section 7, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Bioenvision Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Shares, the parties hereto agree agree, at the request of Parent or Purchaser, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.Merger
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bayer Corp), Agreement and Plan of Merger (Bayer Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree agree, subject to Article VII, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dmi Furniture Inc), Agreement and Plan of Merger (Flexsteel Industries Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer and the Stock Tender Agreement, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration the acceptance for payment of and payment for Shares by Parent and/or Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Commonwealth Inc), Agreement and Plan of Merger (Floss Acquisitions Corp)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Company Common Stock 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan (Accor Sa /Fi), Agreement and Plan of Merger (Red Roof Inns Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Signalsoft Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, Parent and the parties hereto Purchaser agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lifecell Corp), Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/)
Merger Without Meeting of Stockholders. Notwithstanding any other provision -------------------------------------- of this Agreement, except Section 8.1 hereof, and if permitted by the foregoingDGCL and the Company's Certificate of Incorporation, if Subin the event that Parent, Purchaser or any other direct or indirect subsidiary of Parent, or any combination of such persons, shall acquire beneficially own at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration the consummation of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLOffer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp), Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing-------------------------------------- foregoing in this Article II, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Earth Technology Corp Usa)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingIf Parent, if Sub, Merger Subsidiary or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCLDelaware Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Industri Matematik International Corp)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, Parent and one or any other direct or indirect subsidiary more Subsidiaries of Parent, Parent shall acquire own at least 90 ninety percent (90%) of the outstanding Common Shares, the parties hereto agree to Parent and Sub shall 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 stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nippon Telegraph & Telephone Corp), Agreement and Plan of Merger (Verio Inc)
Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.8 hereof, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Company Common Stock 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consolidated Cigar Holdings Inc), Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suez Lyonnaise Des Eaux), Agreement and Plan of Merger (Trigen Energy Corp)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or together with any other direct or indirect subsidiary of ParentPurchaser, shall acquire own at least 90 percent 90% of the outstanding Sharesshares of Common Stock upon consummation of the Offer, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable practicable, and in any event within ten business days, after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uproar Inc), Agreement and Plan of Merger (Flipside Acquisition Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Acquisition Sub or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.13 hereof, in the foregoingevent that Parent, if Sub, Merger Sub or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent of the outstanding SharesShares 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Em Industries Inc), Agreement and Plan of Merger (Cn Biosciences Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Humana Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of ParentPurchaser, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, 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 expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GKN Powder Metallurgy Inc), Agreement and Plan of Merger (Sinter Metals Inc)
Merger Without Meeting of Stockholders. Notwithstanding anything in this Agreement to the foregoingcontrary, if Subbut subject to Section 7.1, if, at any time following the Acceptance Date, Parent, or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire own at least 90 percent 90% of the outstanding Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration the satisfaction of the Offer such threshold, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDGCL (such Merger, a “Short Form Merger”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stealth Acquisition Corp.), Agreement and Plan of Merger (Safenet Inc)
Merger Without Meeting of Stockholders. Notwithstanding If, following the foregoingOffer and any subsequent offering period or the exercise of the Top-Up Option, if SubParent, Purchaser, or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire hold at least 90 percent of the outstanding Sharesshares of each class of capital stock of the Company, each of Parent, Purchaser and the parties hereto agree to Company shall take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCorporation Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Oregon Steel Mills Inc)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that Merger Sub, or any other direct or indirect subsidiary of ParentPurchaser, shall acquire at least 90 percent of the outstanding Shares, 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 expiration of the Offer without a meeting vote of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoing, if event that -------------------------------------- Merger Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Shares, 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 expiration of the Offer without a meeting vote of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if SubIf Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire hold at least 90 percent of the outstanding Sharesshares of each class of capital stock of the Company, each of Parent, Purchaser and the parties hereto agree to Company shall take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after expiration the consummation of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.6, in the foregoingevent that the Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, the Parent shall acquire at least 90 percent 90% of the outstanding Sharesshares of Seller Common 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 expiration the acceptance for payment of and payment for shares of Seller Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the CompanySeller, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Imaging Systems Inc), Agreement and Plan of Merger (Xerox Corp)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Purchaser has acquired at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger, if Subpursuant to the Offer or otherwise, or any other direct or indirect subsidiary the Parties hereto agree, at the request of Parent, shall acquire at least 90 percent of the outstanding Shares, 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 such acquisition, without a meeting of the stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Trius Therapeutics Inc)
Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.9, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Shares, the parties hereto agree agree, subject to Article VII, to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon 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 expiration the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 1110 of the DGCLCGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.9 hereof, in the foregoingevent that Parent, if Sub, or Purchaser and any other direct or indirect subsidiary subsidiaries of Parent, Parent shall acquire have acquired in the aggregate at least 90 percent 90% of the outstanding SharesShares 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 expiration the acceptance for payment of and payment for Shares by Purchaser pursuant to the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (North Face Inc), Agreement and Plan of Merger (Sequoia Acquisition Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.5 hereof, in the foregoing, if Sub, event that Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Company Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Purchaser and subject to Article 8 hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that -------------------------------------- Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding Sharesshares of Company Common Stock, 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- the foregoing, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent -------------------------------------- that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding Sharesshares of Company Common Stock 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Financial Corp)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding 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 expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Shares, the parties hereto agree agree, at the request of Parent or Purchaser, to take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after the expiration of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding If, at any time after the foregoingAcceptance Time, if SubParent, or Merger Subsidiary and any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire collectively own at least 90 percent 90% of the outstanding Shares, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable after expiration of the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Merger Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 80 percent of the outstanding Shares, 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 expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 607.1104 of the DGCLFBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oerlikon Buhrle Usa Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.5 hereof, in the foregoing, if Sub, event that Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding Company Shares, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Purchaser and subject to Article 8 hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. Table of Contents ARTICLE 3
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the then 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 expiration the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLGCL.
Appears in 1 contract
Samples: Agreement (Microtest Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoingforegoing in this Article II, if in the event that Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Sharesshares of Common Stock, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.. Section 2.9
Appears in 1 contract
Samples: Conformed Copy Agreement and Plan of Merger Agreement and Plan of Merger (Textron Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 2.10, in the foregoingevent that Parent, if Sub, the Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding SharesCommon 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 expiration the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Parent, if Sub, Merger Subsidiary or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the then-outstanding SharesShares 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rogue Wave Software Inc /Or/)
Merger Without Meeting of Stockholders. Notwithstanding In the foregoingevent that Parent, if Sub, Acquisition or any other direct or indirect subsidiary Subsidiary of Parent, shall acquire at least 90 ninety percent (90%) of the then-outstanding SharesShares 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 (in lieu of Section 251) of the DGCL.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Edwards J D & Co)
Merger Without Meeting of Stockholders. Notwithstanding the -------------------------------------- foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of the capital stock of the Company, the parties hereto agree agree, at the request of Parent or Purchaser, to take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after the expiration of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding Section 1.10 -------------------------------------- hereof, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 percent 90% of the outstanding 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 expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 2.07 hereof, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary of Parent, Parent shall acquire at least 90 percent of the outstanding SharesShares pursuant to the Offer or otherwise, the parties hereto agree shall, subject to Article VIII, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Industrial Technologies Inc)
Merger Without Meeting of Stockholders. Notwithstanding the foregoing, if Subin the event that Purchaser, or any other direct or indirect subsidiary of Parent or other entity controlled by Parent, shall acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of the capital stock of the Company, the parties hereto agree agree, at the request of Parent or Purchaser, to take all necessary and appropriate action to cause the Merger to become effective effective, as soon as practicable after the expiration of the Offer Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.9, in the foregoingevent that Parent, if Sub, Purchaser or any other direct or indirect subsidiary Subsidiary of Parent, Parent shall acquire at least 90 ninety percent (90%) of the outstanding Class A Shares, the parties hereto Parent and Purchaser agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after expiration of the Offer such acquisition, without a meeting of stockholders of the CompanyClass A Stockholders, in accordance with Section 253 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bureau of National Affairs Inc)
Merger Without Meeting of Stockholders. Notwithstanding Section 1.8, in the foregoing, if event that Parent and its subsidiaries (including Sub, or any other direct or indirect subsidiary of Parent, ) shall acquire collectively hold at least 90 ninety percent (90%) of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the Merger, pursuant to the Offer or otherwise, the parties hereto agree agree, subject to SECTION 7, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of and subject to the DGCL.
Appears in 1 contract
