Common use of Short-Form Merger Clause in Contracts

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