Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the Shareholder Approval (as defined below) and (ii) use its best efforts to obtain the Shareholder Approval at its next annual shareholder meeting, which shall be held no later than July 31, 2000 ("SHAREHOLDER APPROVAL DATE"). For purposes hereof, "SHAREHOLDER APPROVAL" means authorization by the shareholders of the Company for the issuance of ADSs to Purchaser at the Closing and upon the exercise of the Warrants pursuant to the terms thereof and the issuance of ADSs at or prior to the Closing to Other Investors and upon the exercise of the warrants issued to the Other Investors at or prior to the Closing on substantially similar terms in the aggregate in excess of twenty percent (20%) of the total Ordinary Shares then in issue and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue ADSs in excess of twenty percent (20%). In addition, the Company shall, unless otherwise consented to by Purchaser, have a definitive proxy statement mailed to each shareholder of the Company at least twenty (20) days prior to the Approval Date. The Company shall deliver one copy of any SEC comments it receives with respect to its proxy statement to the Purchaser and will not file such proxy statement (or any amendments thereto), whether such proxy statement is in preliminary or definitive form, without the approval of the Purchaser, which approval shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Securities Purchase Agreement (Insignia Solutions PLC)
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the Shareholder Approval (as defined below) and (ii) use its best efforts to obtain the Shareholder Approval at its next annual shareholder stockholder meeting, which shall not be held no later than [July 31, 2000 2000] ("SHAREHOLDER APPROVAL DATEShareholder Approval Date"). For purposes hereof, "SHAREHOLDER APPROVALStockholder Approval" means authorization by the shareholders stockholders of the Company for the issuance of ADSs to Purchaser at the Closing and upon the exercise of the Warrants pursuant to the terms thereof and the issuance of ADSs at or prior to the Closing to Other Investors and upon the exercise of the warrants issued to the Other Investors at or prior to the Closing on substantially similar terms in the aggregate in excess of twenty percent (20%) of the total Ordinary Shares then in issue issued and outstanding ADSs and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue ADSs in excess of twenty percent (20%). In addition, the Company shall, unless otherwise consented to by Purchasera majority in interest of the Purchasers, have a definitive proxy statement mailed to each shareholder stockholder of the Company at least twenty (20) days prior to the Approval Date. The Company shall deliver one copy of any SEC comments it receives with respect to its proxy statement to the Purchaser Purchasers and will not file such proxy statement (or any amendments thereto), whether such proxy statement is in preliminary or definitive form, without the approval of a majority in interest of the PurchaserPurchasers, which approval shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Securities Purchase Agreement (Insignia Solutions PLC)
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the Shareholder Stockholder Approval (as defined below) and (ii) use its best efforts to obtain the Shareholder Stockholder Approval at its next annual shareholder stockholder meeting, which shall be held no later than July 31May 1, 2000 ("SHAREHOLDER APPROVAL DATEStockholder Approval Date"). For purposes hereof, "SHAREHOLDER APPROVALStockholder Approval" means authorization by the shareholders stockholders of the Company for the issuance of ADSs Common Stock to Purchaser the Purchasers at the Closing Closing, upon the Effective Date and upon the exercise of the Warrants pursuant to the terms thereof and the issuance of ADSs at or prior to the Closing to Other Investors and upon the exercise of the warrants issued to the Other Investors at or prior to the Closing on substantially similar terms in the aggregate in excess of twenty percent (20%) of the Company's total Ordinary Shares then in issue Common Stock outstanding and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue ADSs Common Stock in excess of twenty percent (20%). In addition, the Company shall, unless otherwise consented to by PurchaserPurchasers, have a definitive proxy statement mailed to each shareholder stockholder of the Company at least twenty (20) days prior to the Stockholder Approval Date. The Company shall deliver one copy of any SEC comments it receives with respect to its proxy statement to the each Purchaser and will not file such proxy statement (or any amendments thereto), whether such proxy statement is in preliminary or definitive form, without the approval of the each Purchaser, which approval shall not be unreasonably withheld or delayed.
Appears in 1 contract