Common use of Short-Form Merger Clause in Contracts

Short-Form Merger. If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Merger Sub, or any other direct or indirect Subsidiary of Parent, shall own at least 90% of the outstanding shares of each class of capital stock of the Company, each of Parent, Merger Sub and the Company shall (subject to Article VI) take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Short-Form Merger. If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Merger SubPurchaser, or any other direct or indirect Subsidiary of Parent, shall own at least 90% of the outstanding shares of each class of capital stock of the Company, each of Parent, Merger Sub Purchaser and the Company shall (subject to Article VISection 8.1) take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Short-Form Merger. IfIf at any time after the purchase of Shares pursuant to the Offer, following the Offer and any subsequent offering period or including after the exercise of the Top-Up Option, the Shares beneficially owned by Parent, Merger Sub, Purchaser and any wholly owned subsidiaries of Parent or any other direct or indirect Subsidiary of Parent, shall own Purchaser collectively represent at least 90% of the outstanding shares of each class of capital stock of the CompanyShares, each of Parent, Merger Sub and the Company shall (subject to Article VI) Parent will take all actions necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the consummation of the Offer, without a meeting of stockholders of the Company, ’s stockholders in accordance with Section 253 of the DGCL.