Short-Form Merger Clause Samples

Short-Form Merger. If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Purchaser, 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, Purchaser and the Company shall (subject to Section 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. Notwithstanding anything to the contrary in this Agreement, if, after the consummation of the Offer and any exercise of the Top-Up Option, the shares of Company Common Stock beneficially owned by Merger Sub represent at least ninety percent (90%) of the then-outstanding shares of Company Common Stock, Parent shall cause 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 reasonably request, in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 3-106 of the MGCL, and otherwise as provided in this ARTICLE II. Parent shall cause notice of the Merger required by Section 3-106(d)(1) of the MGCL to be disseminated with the Offer Documents to holders of shares of Company Common Stock.

Short-Form Merger. Notwithstanding the provisions of Section 7.3, in the event that Parent, Merger Sub or any other Subsidiary of Parent shall acquire a number of Company Shares equal to at least the Short Form Threshold, whether pursuant to the Offer upon the exercise of the Top-Up Option or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the Company Stockholders’ Meeting, in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding anything to the contrary in this Agreement, if, after the Acceptance Time and any exercise of the Top-Up Option, the shares of Company Common Stock owned by Merger Subsidiary represent at least ninety percent (90%) of the then-outstanding shares of Company Common Stock, the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Subsidiary may reasonably request in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 3-106 of the MGCL, and otherwise as provided in ARTICLE 3. Subject to the Company’s compliance with Section 2.02(c), the Maryland Short Form Merger Notice will be disseminated with the Offer Documents to holders of shares of Company Common Stock.

Short-Form Merger. If, after the consummation of the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, the shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including Merger Sub) represent at least 90% of the then outstanding shares of Company Common Stock, Parent shall cause 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.

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. Notwithstanding the foregoing, if, following the Offer Closing and the exercise, if any, of the Top-Up, Parent and its Affiliates shall own at least 90% of the outstanding shares of the Company Common Stock, the Parties shall take all necessary and appropriate action, including with respect to the transfer to Sub of any shares of Company Common Stock held by Parent or its Affiliates, to cause the Merger to become effective as soon as practicable after the Offer Closing (or such other time as when Sub shall have acquired at least 90% of the outstanding shares of the Company Common Stock) without the Shareholders’ Meeting in accordance with Section 302A.621 of the MBCA.

Short-Form Merger. If, at any time following the Acceptance Time, Parent and its Affiliates shall own, in the aggregate, at least 90% of the issued and outstanding shares of Common Stock (determined on a fully-diluted basis), the Parties shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any such shares held by Parent or its Affiliates, to cause the Merger to become effective as soon as possible after the Acceptance Time without the vote or consent of the Company’s stockholders in accordance with Section 253 of the DGCL.

Short-Form Merger. Notwithstanding anything to the contrary contained in this Agreement, if Parent shall own by virtue of the Offer or otherwise at least 90% of the outstanding shares of each class of Company Common Stock (the “Short Form Threshold”), the parties hereto shall take all necessary and appropriate action to cause the merger of Merger Sub and the Company to become effective as soon as reasonably practicable after such acquisition without a stockholders’ meeting in accordance with Section 253 of the DGCL.