Common use of Short-Form Merger Clause in Contracts

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.

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 56 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.

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”determined on a fully diluted basis), 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.