Common use of Short-Form Merger Clause in Contracts

Short-Form Merger. If, after the consummation of the Offer, consummation of the Stock Purchase Agreement Transactions, and any exercise of the Top-Up Option, the number of shares of Company Common Stock beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least ninety percent (90%) of the then outstanding shares of each class of Company Common Stock, Parent shall cause Merger Sub to, and Parent and Parent’s other Subsidiaries shall, transfer any such Shares they own to Merger Sub to enable Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request in order to, cause the Merger to be completed as promptly as reasonably practicable as provided in Section 253 of the DGCL, and otherwise as provided in Article III below.

Short-Form Merger. If, after the consummation of the Offer, consummation of the Stock Purchase Agreement Transactions, Offer and any exercise of the Top-Up Option, the number of shares of Company Common Stock Shares beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least ninety percent one (1) share more than 90%) % of the then outstanding shares Adjusted Outstanding Share Number after the issuance of each class of Company Common Stockthe Top-Up Shares, Parent shall cause Merger Sub to, and Parent and Parent’s other Subsidiaries shall, transfer any such Shares they own to Merger Sub to enable Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request in order to, cause the Merger to be completed as promptly as reasonably practicable as provided in accordance with Section 253 of the DGCL, DGCL and otherwise as provided in Article III belowARTICLE 3.