Common use of Short-Form Merger Clause in Contracts

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. 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 ShareholdersStockholders’ Meeting in accordance with Section 302A.621 253 of the MBCADGCL.