Authorized Share Approval. From the date hereof up to and including the Authorized Share Increase Date, each Purchaser, severally and not jointly with the other Purchasers, covenants that it will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock. Each Purchaser covenants that such Purchaser will vote all shares of Common Stock and all shares of Preferred Stock over which such Purchaser or its Affiliates has voting control in favor of any resolution presented to the stockholders of the Company for the purpose of obtaining Voting Amendment Approval and Authorized Share Approval.
Authorized Share Approval. If Authorized Shareholder Approval has not been obtained by 11:59 p.m. New York City time on June 30, 2023, the Series A Conversion Rate then-in-effect shall be increased by 10% and will increase by an additional 10% per year on June 30 of each year for which the Authorized Share Approval has not yet been obtained; provided, that in no event will the Series A Conversion Rate be increased to a rate which would result in any shares of Common Stock being issued or delivered that would, together with any and all other Conversion Shares issued pursuant hereto, exceed 19.99% of the issued and outstanding shares of Common Stock as of December 12, 2022.
Authorized Share Approval. The Company included a proposal to approve the Amendment in its proxy statement for its 2009 Annual Meeting held on June 2, 2009, and at such meeting adjourned the vote on such proposal until July 2, 2009. If the Amendment is not approved by the Company’s stockholders on such date or if the adjournment is further adjourned, the Company shall recirculate proxies and hold a further meeting of stockholders to consider the approving the Amendment no later than September 1 2009, with a recommendation of the Board of Directors that the Amendment be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain approval of the Amendment at the first meeting, the Company shall call a meeting every 4 months thereafter or shall solicit written consent every 1 month thereafter until the date that the Amendment is approved. Each Purchaser hereby agrees with the Company that it shall vote its shares of Common Stock which are eligible to vote at any such stockholder meeting or in connection with any consent solicitation in favor of the Amendment.
Authorized Share Approval. The Company shall hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) on or about July 27, 2023, for the purpose of obtaining the Authorized Share Approval with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. The Company shall use its best efforts to obtain the Authorized Share Approval.
Authorized Share Approval. The Company will use commercially reasonable efforts to obtain and effect the Authorized Share Approval no later than December 31, 2022. Notwithstanding the foregoing, on or prior to the date that is thirty (30) days following the last Closing Date with respect to the purchase and sale of all Securities set forth on Exhibit A hereto, the Company shall call, and deliver notice of, a special meeting of stockholders in accordance with the Company’s bylaws for the purpose of obtaining the Authorized Share Approval, and shall thereafter use commercially reasonable efforts to promptly obtain and effect the Authorized Share Approval.
