Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. Notwithstanding Section 1.08, in the event that Parent, Purchaser and any other subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, subject to Article IV, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.8 hereof, in the event that Parent, the Purchaser and any other subsidiaries of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.9, in the event that Parent, Parent or Purchaser and any other subsidiaries of Parent shall acquire in the aggregate a number at least ninety percent (90%) of the outstanding shares of each class of capital stock of the CompanyCompany entitled to vote on the Merger, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shallagree that, subject to Article IVVII, take Parent and Purchaser shall take, or cause to be taken, all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.9, in the event that Parent, Purchaser and or any other subsidiaries subsidiary of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the CompanyCompany entitled to vote on the Merger, pursuant to the Offer Offers or otherwise, sufficient to enable Purchaser or otherwise in accordance with the Company to cause the Merger to become effective without a meeting of stockholders of the Companyprovisions hereof, the parties hereto shallagree, at the request of Parent and subject to Article IVVII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.8 hereof, in the event that Parent, the Purchaser and or any other subsidiaries subsidiary of Parent shall acquire in acquire, together with the aggregate a number Shares owned by Parent, the Purchaser or any other subsidiary of Parent, at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, subject agree to Article IV, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.081.9 hereof, in the event that Parent, the Purchaser and any other subsidiaries Subsidiaries of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.082.5, in the event that Parent, Purchaser and Sub or any other subsidiaries Subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser Sub or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.08-------------------------------------- 1.11 hereof, in the event that Parent, Purchaser and Sub or any other subsidiaries subsidiary of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the CompanyShares, pursuant to the Offer or otherwise, sufficient to enable Purchaser Sub or the Company to cause the Merger to become effective under Applicable Law without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders stock holders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.081.9, in the event that Parent, the Purchaser and or any other subsidiaries subsidiary of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shallagree, subject to Article IVVII, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.9, in the event that Parent, Purchaser and any other subsidiaries Subsidiary of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the CompanyCompany stockholders, the parties hereto shall, at the request of Parent and subject to the satisfaction or waiver of all of the conditions set forth in Article IVVI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the CompanyCompany stockholders, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding -------------------------------------- Section 1.081.10 hereof, in the event that Parent, the Purchaser and any other subsidiaries Subsidiaries of Parent shall acquire in the aggregate a number at least 90% of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.08, in the event that Parent, Purchaser and any other subsidiaries of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, sufficient to enable Purchaser or the Company to cause the Merger to become effective without a meeting of stockholders of the Company, the parties hereto shall, subject to Article IV, 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 stockholders of the Company, in accordance with Section 253 of the DGCL.

Merger Without Meeting of Stockholders. Notwithstanding Section 1.081.11 hereof, in the event that Parent, Purchaser and Sub or any other subsidiaries subsidiary of Parent shall acquire in the aggregate a number of the outstanding shares of each class of capital stock of the CompanyShares, pursuant to the Offer or otherwise, sufficient to enable Purchaser Sub or the Company to cause the Merger to become effective under Applicable Law without a meeting of stockholders of the Company, the parties hereto shall, at the request of Parent and subject to Article IVVI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.