Shareholder Approval and Waiver. (a) The issue of Shares pursuant to clause 3.7(b)(ii) of this Agreement, and Options pursuant to clause 3.7(f) is subject to and conditional on the receipt of prior Shareholder approval by the Company pursuant to and in accordance with Listing Rule 7.1 (Shareholder Approval), and the Shareholder Approval remaining valid at the time of issue of the relevant Shares or Options (as applicable). For clarity, this requirement for Shareholder Approval does not apply in respect of the issue of Conversion Shares under clause 3.1 or the issue of Options under clause 2.7.
Shareholder Approval and Waiver. As soon as possible after the date ------------------------------- hereof, but in no event later than November 30, 2000, the Company shall convene a meeting of shareholders for the purpose of obtaining shareholder approval (with the required majority or supermajority), including any and all approvals required by the applicable policies, rules or regulations of the NASDAQ, (i) to increase the registered capital of the Company which will be required upon the conversion of all authorized shares of the Series A Preferred Stock and the exercise of the Warrants and (ii) to approve the conversion by each of the Purchasers of their shares of Series B Preferred Stock into shares of Series A Preferred Stock in accordance with the terms and conditions set forth in the Series B Certificate of Designations (collectively, the "Approvals"). The Company agrees to use its reasonable best efforts to obtain such votes as may be required for the Approvals, including recommending to the stockholders to vote in favor of the Approvals and voting all shares for which the Company holds proxies (unless otherwise directed by the stockholders submitting such proxy), or is otherwise entitled to vote, in favor of the Approvals. The Company shall bear all expenses in connection with the holding of such meeting, including the costs and expenses of the preparation, filing and distribution of the proxy statement.
