Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Novadel Pharma Inc)

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Stockholder Approval. The (a) Subject to the provisions of Section 6.10, the Board of Directors of Company has resolved to recommend to Company’s stockholders that they adopt this Agreement and, unless this Agreement is previously terminated in accordance with its terms, will submit to its stockholders this Agreement and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company shall provide each stockholder entitled duly take, in accordance with applicable law and the certificate of incorporation and bylaws of Company, all reasonable action necessary to vote set a record date for (with at a special or annual meeting least 20 business days’ prior notice to Purchaser of stockholders of the Company such record date) (the “Stockholder Record Date”) and call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”), which meeting shall be held no later than as promptly as reasonably practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, for the purpose of obtaining the Company Stockholder Approval. Company agrees that unless this Agreement has been terminated in accordance with its terms, Company’s annual meeting obligations pursuant to the immediately preceding sentence of this Section 6.3 shall not be held affected by the commencement, public proposal, public disclosure or communication to Company of any proposal with respect to a Third Party Acquisition or Change in 2011 (which shall be held no later than July 31Company Recommendation. Subject to the provisions of Section 6.10, 2011) Company shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder ApprovalCompany Recommendation”), and the Company shall use its reasonable best efforts to solicit obtain from its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of stockholders the Company to recommend Stockholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of Company at the Company Stockholders’ Meeting for the purpose of obtaining the Company Stockholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that they approve if the Resolution. The Board of Directors of Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the have effected a Change in Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, Recommendation in accordance with Section 2 6.10, then the Board of Directors of Company shall submit this Agreement to Company’s stockholders without the Company Recommendation (although the resolutions adopting this Agreement as of the Warrantsdate hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto if the Board of Directors determines that to fail to take such action would be deemed reasonably likely to have issued be inconsistent with its fiduciary duties under applicable law; provided, that for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.10. Subject to Section 6.10, in addition to the foregoing, neither Company nor the Board of Directors of Company shall recommend to its stockholders or sold, submit to the vote of its stockholders any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (Third Party Acquisition other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SWS Group Inc)

Stockholder Approval. The If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the Common Shares, Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares, Warrant Shares and Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 75 days after the Company’s annual meeting to be held in 2011 earlier of (which shall be held no later than July 31i) the New Principal Market indication of and (ii) the Company becoming aware of, 2011) any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Sxxxxxx Rxxx & Zxxxx LLP at the expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the New Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants Notes are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stinger Systems, Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July May 31, 2011) 2015 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has shall have been previously reviewed by each Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Buyers and each Company but in any event such expense not to exceed $5,000 without the prior written approval of their counsel, the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution approval of resolutions (the ResolutionStockholder Resolutions”) to amend providing for the Certificate issuance of Incorporation to increase all of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities (including the Exchange Securities) as described in the Transaction Documents (as amended hereby) in accordance with applicable law and the rules and regulations of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Principal Market (such affirmative approval being referred with respect to herein as the Stockholder Resolutions, the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend recommend, to the extent possible consistent with its fiduciary duties under Delaware law, to the stockholders that they approve the Stockholder Resolutions. The Company shall retain a nationally recognized proxy solicitor to assist in obtaining approval of the stockholders of the Company to the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional seek to obtain the Stockholder Approval at each special or annual meeting of stockholders of the Company convened after the Stockholder Meeting to be held every three (3but no less than once in each subsequent twelve (12) months thereafter month period) (each such meeting, a “Subsequent Stockholder Meeting”) until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedIn connection therewith, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 provide each stockholder entitled to vote at a Subsequent Stockholder Meeting a proxy statement soliciting the affirmative vote of the WarrantsCompany’s stockholders necessary to obtain the Stockholder Approval at such Subsequent Stockholder Meeting, be deemed and the Company shall use its reasonable best efforts to have issued or sold, any shares solicit and obtain the Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 Directors of the Warrants) less than Company to recommend, to the Exercise Price of extent possible consistent with its fiduciary duties under Delaware law, to the Series A Warrants Company’s stockholders that they vote to approve the Stockholder Approval proposal at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedSubsequent Stockholder Meeting.

Appears in 1 contract

Samples: Amendment and Exchange Agreement (AMEDICA Corp)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no a) Not later than the Companysecond Business Day after the Registration Statement is declared effective under the Securities Act (but in no event before (1) the information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner’s annual meeting to be held in 2011 stockholders and (which 2) the Registration Statement shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)have been declared effective), a proxy statement, substantially Merger Partner shall solicit and obtain the Merger Partner Stockholder Approval by the Written Consents (in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”reasonably acceptable to Public Company) to amend be executed and delivered by Xxxxxx Partner’s stockholders for the Certificate purposes of Incorporation to increase (i) evidencing the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares adoption of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), this Agreement and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution Merger and the other transactions contemplated hereby, (which efforts shall include, without limitation, ii) acknowledging that the requirement approval given thereby is irrevocable and that such stockholder is aware of its rights to hire a reputable proxy solicitor) and demand appraisal for its shares pursuant to cause the board of directors Section 262 of the Company to recommend DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Stockholder Approval, Xxxxxx Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other applicable laws. Merger Partner shall take all action that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline is both reasonable and seek lawful to obtain the Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, Xxxxxx Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Stockholder Approval at has not already been obtained, shall include the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Companyrecommendation of Merger Partner Board that Merger Partner’s best efforts the Stockholder Approval is not obtained on or prior stockholders consent to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 adoption of this Agreement and approval of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (IMARA Inc.)

Stockholder Approval. The (a) Promptly following the execution and delivery of this Agreement, the Company shall provide each stockholder entitled use its reasonable best efforts to vote at obtain executed written consents, in the form attached hereto as Exhibit F (each, a special or annual meeting of stockholders of the Company (“Stockholder Written Consent” and collectively, the “Stockholder MeetingWritten Consents”), which meeting shall be held no later than from the holders of a type and number of shares of Company Stock sufficient to adopt and approve this Agreement and approve the Merger as required under applicable law, the Organizational Documents of the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase any applicable agreements between the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock on the one hand, and 1,000,000 of such shares being preferred stock any Stockholder, on the other hand (such affirmative approval being referred to herein as the “Stockholder Approval”). Promptly upon obtaining the Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable, send to all Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law. Such materials submitted to the Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Parent and shall include an information statement regarding the Company, the terms of this Agreement and the Merger and the unanimous recommendation of the Company’s board of directors that the Stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Information Statement”). In addition, promptly following the execution and delivery of this Agreement, the Company shall use its reasonable best efforts to solicit its stockholders’ approval a Joinder Agreement from each Stockholder. Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Stockholders contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Resolution (circumstances under which efforts shall includethey are made, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolutionnot false or misleading. The Company parties shall be obligated update, amend and supplement the Information Statement from time to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent as may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedrequired by applicable laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fluidigm Corp)

Stockholder Approval. The Company shall provide each stockholder entitled If the Additional Closing is consummated, then prior to vote at a special or its next annual meeting of stockholders stockholders, the Company shall prepare and file with the Commission a proxy statement of the Company relating to such annual meeting that will include, among other things, the solicitation of the Company's stockholders for the ratification of the issuance and sale of the Additional Purchased Shares to the Purchasers (the “Stockholder Meeting”"Proxy Statement"), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the . The Company shall use its reasonable best efforts to solicit its stockholders’ approval cause the Proxy Statement to be approved by the Commission and mailed to the Company's stockholders prior to such annual meeting. The Purchasers shall furnish all information concerning themselves as the Company may reasonably request in connection with such actions and the preparation of the Resolution (which efforts Proxy Statement. The Company shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of directors the Exchange Act, including Section 14(a) thereof and the respective regulations promulgated thereunder and the rules and regulations of Nasdaq. The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to recommend to the stockholders of the Company that they approve vote, as required by Nasdaq, in favor of the Resolutionratification of the issuance of Additional Purchased Shares. The Company shall be obligated use reasonable efforts (through its agents or otherwise) to hold solicit from its stockholders proxies in favor of the Stockholder Meeting by ratification of the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadlineissuance Additional Purchased Shares. If, despite If the Company’s best efforts 's stockholders ratify such issuance and sale of the Stockholder Approval is not obtained on or prior Additional Purchased Shares to the Stockholder Meeting DeadlinePurchasers, the Company then Section 5.1 shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares automatically terminate and the Warrant Shares) proxy therein shall be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedirrevocably terminated.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Atlantic Partners LLC)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which ) a proxy statement meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the Commission (the “Stockholder Meeting DeadlineProxy Statement)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, ) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting. The Company shall use its reasonable best efforts to cause the Stockholder Meeting to be called as promptly as practical after the date hereof for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all Warrants forming part of such shares being Common Stock the Second Warrant Tranche and 1,000,000 the removal of such shares being preferred stock the limitations on exercise set forth in Section 3(C) of the Warrants issued in connection with the First Warrant Tranche (such affirmative approval being referred to herein as the “Stockholder Approval”), ) in accordance with the law and the rules and regulations of Nasdaq and the Delaware General Corporation Law. The Company shall will, through its board of directors, recommend that its stockholders approve the issuance of the Warrants forming part of the Second Warrant Tranche and the removal of the foregoing limitations on exercise and will use its reasonable best efforts to solicit its stockholders’ approval of such proposals, including soliciting proxies in favor of such approval, and will take all other reasonable action necessary or advisable to secure the Resolution (which efforts shall includeShareholder Approval. Notwithstanding any other provision of this Agreement, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors no Warrants forming part of the Company Second Warrant Tranche shall be issued under this Agreement to recommend any Purchaser prior to Stockholder Approval (which, for this purpose shall not include the stockholders that they approve vote of any Warrant Shares, if any, acquired by such Purchaser in connection with the Resolutionexercise of Warrants forming part of the First Warrant Tranche) except in accordance with the rules and interpretations of Nasdaq. The Company and the Purchasers shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, cooperate with one another (i) in connection with the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 preparation of the WarrantsProxy Statement, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event taking such actions or making any such filings, furnishing information required in connection with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. The Purchasers and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before that document (or any Excluded Securities (other than amendment thereto) is filed with the Conversion Shares Commission, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of the Purchasers and the Warrant SharesCompany shall provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the Commission or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be issuedgiven), including by participating in any discussions or be deemed to be issued as contemplated hereby, for less than meetings with the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedCommission.

Appears in 1 contract

Samples: Investment Agreement (NewStar Financial, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31September 15, 2011) 2021 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each reasonably acceptable to the Purchasers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Buyers and each Company, with the Company obligated to reimburse the expenses of their counselKxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockany limitations on conversion or exercise, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock as applicable, with respect thereto) (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months on or prior to December 31, 2021. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the The Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, not consummate any shares of Common Stock Subsequent Placement at a New Issuance Price (other than Excluded Securities as defined and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the WarrantsWarrant) less than the Exercise Floor Price of (as defined in the Series A Warrants at any time while any of Warrant) prior to obtaining the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedStockholder Approval.

Appears in 1 contract

Samples: Securities Purchase Agreement (Senmiao Technology LTD)

Stockholder Approval. The Company shall provide each stockholder entitled Under the DGCL, if we acquire, pursuant to vote the Offer or otherwise, at a special or annual meeting of stockholders least 90% of the outstanding Class A Shares, we believe we could, and we intend to, effect a merger under the short-form merger provisions of the DGCL without prior notice to, or any action by, any other Company (stockholder. If we do not acquire at least 90% of the “Stockholder Meeting”)outstanding Class A Shares, which meeting shall be held no later than we will have to seek approval of the Merger Agreement and the Merger by the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each stockholders. Approval of the Buyers Merger Agreement and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for Merger requires the approval of holders of not less than a resolution majority of the outstanding Class A Shares, including the Class A Shares owned and purchased by us pursuant to the Offer. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, we would own sufficient Shares to enable us, without the vote of any other Company stockholder, to satisfy the stockholder approval requirement to approve the Merger. Pursuant to the Merger Agreement, if required by law, the Company has agreed (the “Resolution”i) to amend the Certificate call, give notice of, convene and hold a special meeting of Incorporation to increase the Company’s authorized capital stock Class A Stockholders as soon as reasonably practicable following the Acceptance Time for the purpose of considering and taking action upon the Merger Agreement; and (ii) to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock prepare and 1,000,000 of such shares being preferred stock (such affirmative approval being referred file with the SEC a preliminary proxy or information statement relating to herein as the “Stockholder Approval”), Merger and the Company shall Merger Agreement and use its reasonable best efforts (A) to solicit its stockholders’ approval obtain and furnish the information required to be included by the SEC in the Proxy Statement (as defined below) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments 27 Table of the Resolution (which efforts shall include, without limitationContents and supplements thereto, the requirement “Proxy Statement”) to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend be mailed to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline Class A Stockholders as soon as reasonably practicable, and seek (B) to obtain the Stockholder Approval at necessary approvals of Merger and the Stockholder Meeting Merger Agreement by the Stockholder Meeting DeadlineClass A Stockholders. IfRule 13e-3. The SEC has adopted Rule 13e-3 under the Exchange Act, despite which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Company’s best efforts Merger or another business combination following the Stockholder Approval is purchase of Shares pursuant to the Offer or otherwise in which Purchaser seeks to acquire the remaining Shares not obtained on or held by it. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 consummation of the Warrantstransaction. Purchaser and Parent believe, however, that Rule 13e-3 will not be deemed applicable to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration the Merger if the Merger is consummated within one year after the Acceptance Time at the same per share (determined price as paid in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedOffer.

Appears in 1 contract

Samples: Brass Acquisition Corp

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 180 calendar days from the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”))date hereof, a proxy statement, substantially in a form which has been previously reviewed by each statement meeting the requirements of Section 14 of the Buyers Exchange Act and each of their counsel, the related rules and regulations thereunder promulgated by the Commission (“Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions approving the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Securities (such affirmative approval being referred to herein as the “Stockholder Approval”)) in accordance with law and the rules and regulations of the Nasdaq Global Market (or any other applicable Trading Market) and the Delaware General Corporation Law, and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve such resolutions. The Proxy Statement shall be in a form reasonably acceptable to the ResolutionHolders and accordingly, the Company shall provide the Legal Counsel (as defined in the Registration Rights Agreement) with reasonable opportunity to review and comment on the Proxy Statement. The Company shall be obligated keep the Purchasers apprised of the status of matters relating to hold the Proxy Statement and the Stockholder Meeting, including promptly furnishing the Purchasers and their counsel with copies of notices or other communications related to the Proxy Statement, the Stockholder Meeting or the transactions contemplated hereby received by the Stockholder Meeting Deadline and seek to obtain Company from the Stockholder Approval at Commission or the Stockholder Meeting by Nasdaq Global Market. In the Stockholder Meeting Deadline. If, despite the Company’s best efforts event that the Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, then the Company shall use its reasonable best efforts to solicit the Stockholder Approval and to cause an additional Stockholder Meeting the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions at the Company’s annual meeting of stockholders to be held every three (3) months in 2009, and at each successive annual meeting of stockholders thereafter until such the Stockholder Approval is has been obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Achillion Pharmaceuticals Inc)

Stockholder Approval. The (a) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall provide each stockholder entitled to vote at call a special or annual meeting of its stockholders of promptly following the Company Closing but in any event not later than 180 days following the Closing (such meeting, the “Initial Stockholder Meeting”), to submit the Stockholder Proposal to its stockholders for approval. In the event that the Stockholder Proposal is not approved by the Company’s stockholders at the Initial Stockholder Meeting, the Company shall call another meeting of its stockholders (which may be a special meeting shall be held no or Company’s 2009 annual meeting) by not later than the first anniversary of the Closing Date to submit the Stockholder Proposal to its stockholders for approval (the “Subsequent Stockholder Meeting”). The Board of Directors has unanimously adopted a resolution to recommend to the Company’s annual stockholders that such stockholders vote in favor of the Stockholder Proposal. In connection with both the Initial Stockholder Meeting and the Subsequent Stockholder Meeting, if any, the Company shall timely prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) mailed to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as stockholders in a timely manner after clearance thereof by the “Stockholder Approval”)SEC, and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolutionproxies for such stockholder approval. The Company shall be obligated notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to hold the Stockholder Meeting proxy statement and of any request by the Stockholder Meeting Deadline SEC or its staff for amendments or supplements to such proxy statement or for additional information and seek will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to obtain the Stockholder Approval such proxy statement. If at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Stockholder Meeting Deadlineproxy statement, the Company shall cause as promptly as practicable prepare and mail to its stockholders such an additional Stockholder Meeting amendment or supplement. Each of the Investor and the Company agrees promptly to be held every three (3) months thereafter until correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such Stockholder Approval is obtained. Until Stockholder Approval is obtainedinformation shall have become false or misleading in any material respect, (i) and the Company shall notas promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investor prior to filing such proxy statement, directly or indirectlyany amendment or supplement thereto, issue and provide the Investor with a reasonable opportunity to comment thereon; provided, however, that the Company shall retain the right to determine the final content of such proxy statement and any amendment or sellsupplement thereto. The Investor agrees to promptly furnish the Company all information concerning itself, orits Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in accordance connection with the proxy statement in connection with any such stockholders’ meeting. Unless this Agreement has been terminated pursuant to Section 2 5.1, the Investor hereby agrees that at any meeting of the Warrantsstockholders of the Company held to vote on the Stockholder Proposal, however called, the Investor shall vote, or cause to be deemed to have issued or soldvoted, any all of the shares of Common Stock (other than Excluded Securities Beneficially Owned by Investor and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined its Affiliates in accordance with Section 2 favor of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedStockholder Proposal.

Appears in 1 contract

Samples: Investment Agreement (Hartford Financial Services Group Inc/De)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special prepare and file with the SEC, on or annual meeting of stockholders of the Company (the “Stockholder Meeting”)before April 15, which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), 2023 a proxy statement, in substantially in a the form which has been previously reviewed by each of the Buyers and each Sxxxxxx Rxxx & Zxxxx LLP, at the expense of their counselthe Company, for an annual or special meeting of holders of Common Stock (the “Stockholder Meeting”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “ResolutionStockholder Resolutions”) to amend providing for the Certificate issuance of Incorporation to increase all the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock issuable pursuant to the terms of the Notes and 1,000,000 Warrants without giving effect to any limitations on conversion or exercise provided therein in compliance with the rules and regulations of such shares being preferred stock the Principal Market. The Stockholder Meeting shall be promptly called and held not later than June 30, 2023 (such affirmative approval being referred to herein as the “Stockholder ApprovalMeeting Deadline”), and the . The Company shall be obligated to use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall includeStockholder Resolutions including, without limitation, by (x) causing the requirement to hire a reputable proxy solicitor) and to cause the board Board of directors Directors of the Company to unanimously recommend to the stockholders of the Company that they approve such resolutions, (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock to be present at the ResolutionStockholder Meeting for quorum purposes (including by proxy) and (z) using reasonable best efforts to cause such officers and directors to vote their respective shares of Common Stock in accordance with the recommendation of the Board of Directors of the Company. The Company shall be obligated to hold use its reasonable best efforts to obtain approval of the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting Resolutions by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is Resolutions are not obtained approved by the Company’s stockholders on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtainedapprovals are obtained or the Notes and Warrants are no longer outstanding. Until Stockholder Approval is obtainedNotwithstanding the foregoing, (i) failure to receive such approval shall not relieve the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedits obligations hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cryptyde, Inc.)

Stockholder Approval. As promptly as practicable, but in no event more than two (2) business days after the receipt of the Fairness Approval or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company shall submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption as provided by the DGCL and the Company’s Organizational Documents. The Company shall provide each stockholder entitled not include in any materials to vote at a special or annual meeting be submitted to the Company Stockholders in connection with the solicitation of stockholders their approval of the Company Merger and this Agreement (the “Stockholder MeetingSoliciting Materials)) any information with respect to Parent, the form and content of which shall not have been approved by Parent prior to such inclusion, which meeting approval shall not be unreasonably withheld. All information delivered to the Company Stockholders in connection with obtaining the Stockholder Approval and any other notices required to be delivered to Company Stockholders in accordance with the DGCL shall be held no later than the Company’s annual meeting to be held accurate and complete in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all material respects as of the Buyers and each date of their counsel, soliciting each such stockholder’s affirmative vote at its delivery to the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company Stockholders. The Company shall use its commercially reasonable best efforts to solicit obtain the consent of its stockholders’ Stockholder to approve the Merger and this Agreement and each other transaction contemplated hereby which requires such approval, and to enable the Closing to occur as promptly as practicable following the distribution of the Soliciting Materials. The Company and the Parent shall mutually agree as to whether the approval of this Agreement and the Resolution (which efforts Merger and the transactions contemplated hereby by the Company Stockholders shall includebe sought by written consents or by means of a duly called, without limitation, the requirement to hire a reputable proxy solicitor) convened and to cause the board of directors held meeting of the Company to Stockholders (the “Company Stockholders Meeting”). The Company shall, through its Board of Directors, recommend to the stockholders that they approve Company Stockholders the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline approval and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineadoption of this Agreement, the Merger and the other transactions contemplated hereby; provided however, that in the event of a Company shall cause an additional Stockholder Meeting to be held every three Takeover Proposal, Board of Directors of the Company may withdraw or modify such recommendation if (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, but only if): (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 Board of Directors of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion Company has received a Company Superior Proposal; and (ii) in no event the Company has complied with the provisions of Section 4.6, but any such withdrawal of recommendation shall any Excluded Securities (other than not obviate the Conversion Shares and obligation to hold the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedCompany Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hologic Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31June 15, 2011) 2023 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each reasonably acceptable to the Buyers, at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend providing for the Certificate issuance of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities in compliance with the rules and regulations of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedNotwithstanding the above, (i) the Company shall not, directly not be required to hold a Stockholder Meeting or indirectly, issue or sell, or, in accordance with Section 2 seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, be deemed to have issued or sold, any the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (other than Excluded Securities as defined in the Certificate of Designations). Each Buyer covenants to vote, and shares shall cause its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of Common Stock issuable under Convertible Securities held by any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer) for consideration per share (determined ’s agreement to vote its Preferred Shares in accordance with Section 2 the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedDirectors.

Appears in 1 contract

Samples: Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.)

Stockholder Approval. The (a) As soon as reasonably practicable following the date of this Agreement, the Company shall provide each stockholder entitled take all action necessary in accordance with the Exchange Act, the laws of the State of Delaware and its Certificate of Incorporation and Bylaws to call, give notice of and convene a meeting (the "Meeting") of its stockholders to consider and vote at a special upon the approval and adoption of this Agreement and the Merger and for such other purposes as may be necessary or annual meeting desirable. The Board of stockholders Directors of the Company (the “Stockholder Meeting”)shall, which meeting shall be held no later than subject to its fiduciary duties, recommend that the Company’s annual meeting 's stockholders vote to approve and adopt this Agreement and the Merger and any other matters to be held submitted to the Company's stockholders in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each connection therewith. The Board of Directors of the Buyers and each of their counselCompany shall, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) subject to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockits fiduciary duties, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors secure from stockholders of the Company such approval and adoption, which efforts include A-10 15 without limitation causing the Company to recommend solicit stockholder proxies therefor and to advise Buyer upon its request from time to time as to the stockholders that they approve status of the Resolutionstockholder vote then tabulated. (b) Promptly following the date of this Agreement, the Company shall prepare and file with the SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, a preliminary draft of the Proxy Statement. Buyer and Sub shall have an opportunity to preview all filings to be made with the SEC and cooperate fully with the Company in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. The Proxy Statement shall not be filed, and no amendment or supplement thereto shall be made by the Company, without in each case, prior consultation with Buyer and Sub. The Company shall be obligated will use its best efforts to hold have any review of the Stockholder Meeting Proxy Statement conducted by the Stockholder Meeting Deadline and seek to obtain SEC promptly. As soon as reasonably practicable following the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlinedate of this Agreement, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) mailed a definitive Proxy Statement to its stockholders entitled to vote at the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 Meeting promptly following completion of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issuedreview by, or be deemed to be issued as contemplated herebyin the absence of such review, for less than the fair market value termination of any applicable waiting period of, the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.SEC. 7.2

Appears in 1 contract

Samples: Exhibit 2b Agreement and Plan (Columbia Gas System Inc)

Stockholder Approval. The To the extent the exercise or conversion of the Warrants, Amended Warrants, or Notes, as applicable, would require the approval or consent of the stockholders of the Company (in each case, without giving effect to any limitations on exercise or “blockers”) pursuant to the rules and regulations of the Principal Market, the Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31June 30, 2011) 2015 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has shall have been previously reviewed by each KKWC, at the expense of the Buyers and each Company but in any event such expense not to exceed $5,000 without the prior written approval of their counsel, the Company; soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Backstop Agreement (CorMedix Inc.)

Stockholder Approval. The If at any time the Exchange Cap (as defined in the Notes) would limit the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise, as applicable, of the Notes and Warrants, at the written request of holders of a majority of the Conversion Shares and Warrant Shares outstanding at such time (as determined assuming full conversion of the Notes and full exercise of the Warrants prior to such date without taking into account any limitations on the conversion of the Notes or exercise of the Warrants set forth in the Notes and Warrants, respectively) (the date of such request, the “Stockholder Meeting Request Date”), the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than ninety (90) calendar days after the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Stockholder Meeting Request Date (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each of their counselBuyers, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants Notes are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earth Biofuels Inc)

Stockholder Approval. The Notwithstanding anything to the contrary herein, no Purchaser shall have the right to exercise any Pre-Funded Warrant if at the time of such exercise, such exercise would violate, or would result in a violation by the Company of, any Nasdaq Stock Market Rule (and any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including, without limitation, Nasdaq Stock Market Rule 5635(b) relating to a change of control and Nasdaq Stock Market Rule 5635(d) relating to private issuances. In the event an exercise of any Pre-Funded Warrant is not permitted pursuant to the foregoing sentence, upon the request of the applicable Purchaser, the Company shall provide each stockholder entitled use commercially reasonable efforts to vote obtain, at a special or the next annual meeting of the stockholders of the Company for which the Company has not already filed proxy statement materials with the SEC following the time when such exercise of a Pre-Funded Warrant is not permitted (the “Stockholder Applicable Annual Stockholders’ Meeting”), the approval by the holders of Common Stock that are required under the listing standards of The Nasdaq Stock Market (and any successor to the Nasdaq Stock Market and any other trading market on which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)Common Stock is listed), a proxy statementincluding Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), substantially in a form which has been previously reviewed by each to permit the issuance of shares of Common Stock upon exercise of the Buyers and each of their counselPre-Funded Warrants, soliciting each including, if applicable, above relevant thresholds included in such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution rules (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its . Such commercially reasonable best efforts will include subject to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting directors’ fiduciary duties, a recommendation by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts board of directors that the Company’s stockholders approve such proposal. If the Stockholder Approval is not obtained on at the Applicable Annual Stockholders’ Meeting or prior an adjournment or postponement thereof, then the Company agrees to also submit the Stockholder Meeting Deadline, Approval to its stockholders at subsequent annual meetings of the Company shall cause an additional Stockholder Meeting until the earliest to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, occur of: (i) the Company shall not, directly Stockholder Approval; or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value second annual meeting of the Common Stock at stockholders of the time such Excluded Securities are so issued Company (or are so deemed to be issuedan adjournment or postponement thereof) following the Applicable Annual Stockholders’ Meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)

Stockholder Approval. The As promptly as practicable following the date of this Agreement (and in any event within twenty (20) Business Days following the Closing Date), the Company shall provide each stockholder entitled prepare and file a proxy statement prepared and filed with the Commission (the “Proxy Statement”) that includes a proposal for approval by the holders of Common Stock to vote approve the issuance of Common Stock upon exercise or conversion of the Warrants and Series A Convertible Preferred Stock of the Company issued to Purchasers pursuant to this Agreement as required under the listing standards of NYSE (and any successor thereto and any other trading market on which the Common Stock is listed), including Section 312.03 of the NYSE Listed Company Manual (the “Stockholder Approval”) at a special or annual meeting of the stockholders of the Company (the “Company Stockholder Meeting”). Subject to the directors’ fiduciary duties, which meeting the Proxy Statement shall be held no later than include the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (recommendation from the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each Board of Directors and the transaction committee of the Buyers and each Board of their counsel, soliciting each such stockholder’s affirmative Directors that the stockholders vote at in favor of the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the . The Company shall use its reasonable best efforts to solicit its stockholders’ approval from the stockholders proxies in favor of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) Stockholder Approval and to cause obtain the board of directors Stockholder Approval. Each Purchaser and its Affiliates agree to furnish to the Company all information concerning such Purchaser and its Affiliates as the Company may reasonably request in connection with the preparation and filing of the Company to recommend to Proxy Statement and any such special meeting of the stockholders that they approve of the ResolutionCompany. The Company shall be obligated respond reasonably promptly to hold any comments received from the Stockholder Meeting by Commission with respect to the Stockholder Meeting Deadline Proxy Statement. The Company shall provide to each Purchaser, as promptly as reasonably practicable after receipt thereof, any written comments from the Commission or any written request from the Commission or its staff for amendments or supplements to the Proxy Statement and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite shall provide each Purchaser with copies of all correspondence between the Company’s best efforts , on the Stockholder Approval is not obtained one hand, and the Commission and its staff, on or the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Stockholder Meeting DeadlineProxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the Commission or its staff with respect thereto, the Company shall cause an additional Stockholder Meeting provide the Purchasers with a reasonable opportunity to be held every three (3) months thereafter until review and comment on such Stockholder Approval is obtaineddocument or response. Until Stockholder Approval is obtainedThe Company shall, as promptly as practicable following the date on which the Commission confirms that it has no further comments on the Proxy Statement, (i) take all action required, including under the DGCL, the Company’s Organizational Documents and the applicable rules of the NYSE, to establish a record date for and give notice of the Company shall notStockholder Meeting, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholders’ Meeting and (other than iii) take all action reasonably required, including under the Conversion Shares DGCL, the Company’s Organizational Documents and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value applicable rules of the Common Stock at NYSE, to duly call, convene and hold the time such Excluded Securities are so issued or are so deemed Company Stockholders’ Meeting as soon as reasonably practicable following the mailing of the Proxy Statement to be issuedthe Company’s stockholders.

Appears in 1 contract

Samples: Securities Purchase Agreement (Velocity Financial, Inc.)

Stockholder Approval. (a) The Company shall provide each stockholder entitled use its Reasonable Best Efforts to vote obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special or annual meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders the Disclosure Statement, which shall include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Indemnifying Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011B) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all of the Buyers information required by Rule 502(b)(2) of Regulation D under the Securities Act (provided that the Buyer shall provide the pertinent Buyer information required by such provision) and each (C) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of Delaware General Corporation Law and a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred Section 262. The Buyer agrees to herein as the “Stockholder Approval”), and cooperate with the Company shall use its reasonable best efforts to solicit its stockholders’ approval in the preparation of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the ResolutionDisclosure Statement. The Company shall be obligated agrees not to hold distribute the Stockholder Meeting Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Stockholder Meeting Deadline and seek to obtain Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineby means of a written consent, the Company shall cause an additional Stockholder Meeting send, pursuant to be held every three (3Sections 228 and 262(d) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedof the Delaware General Corporation Law, (i) a written notice to all stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Warrants, be deemed Company and that appraisal rights are available for their Company Shares pursuant to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 262 of the Warrants) less than Delaware General Corporation Law (which notice shall include a copy of such Section 262), and shall promptly inform the Exercise Price Buyer of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Hat Inc)

Stockholder Approval. The (a) As expeditiously as possible following the execution of this Agreement and in any event within seven (7) business day after the execution of this Agreement, the Company shall provide each stockholder entitled mail the Disclosure Statement, in a form reasonably acceptable to vote at the Buyer, to the Company Stockholders. The Disclosure Statement shall include (i) a special or annual meeting summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than (ii) a statement that appraisal rights are available for the Company’s annual meeting Company Shares pursuant to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each Section 262 of the Buyers Delaware General Corporation Law and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Section 262 and (iii) such other information regarding the Buyer, including its business, its financial statements and the Buyer Common Stock and 1,000,000 Stock, as is required by Rule 502 of such shares being preferred stock (such affirmative approval being referred to herein Regulation D under the Securities Act. As expeditiously as possible following the “Stockholder Approval”)execution of this Agreement, and in any event within one (1) business day after the execution of this Agreement, the Company shall use its reasonable best efforts Reasonable Best Efforts to solicit its stockholders’ approval secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible following the receipt of the Resolution (which efforts shall include, without limitationRequisite Stockholder Approval, the requirement Company shall deliver to hire the Buyer a reputable proxy solicitor) and to cause the board of directors certificate executed on behalf of the Company to recommend to by its Secretary and certifying that the stockholders that they approve the ResolutionRequisite Stockholder Approval has been obtained. The Company shall be obligated also send, pursuant to hold Sections 228 and 262(d) of the Stockholder Meeting Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, stockholders of the Company shall cause an additional Stockholder Meeting and that appraisal rights are available for their Company Shares pursuant to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 262 of the WarrantsDelaware General Corporation Law (which notice shall include a copy of such Section 262), be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 shall promptly inform the Buyer of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akamai Technologies Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 501,000,000, but not more than 1,001,000,000 1,001,000,000, shares of capital stock, at least 500,000,000 500,000,000, but not more than 1,000,000,000 1,000,000,000, of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Novadel Pharma Inc)

Stockholder Approval. (a) The Company shall provide each stockholder entitled to vote at call and convene a special or annual meeting of stockholders or solicit a written stockholder consent as promptly as practicable after the date of this Agreement. The Company shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at such special meeting of stockholders or pursuant to such written stockholder consent, all in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than (B) all of the information required by Rule 502(b)(2) of Regulation D under the Securities Act with respect to the Company’s annual meeting , (C) a statement that appraisal rights are available for the Company Shares pursuant to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each Section 262 of the Buyers Delaware General Corporation Law and each a copy of their counsel, soliciting each such stockholder’s affirmative vote at Section 262 and (D) the Stockholder Meeting for approval unanimous recommendation of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's Board of capital stock, at least 500,000,000 but not more than 1,000,000,000 Directors that the stockholders of such shares being Common Stock and 1,000,000 the Company vote in favor of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), adoption of this Agreement and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts Merger. The terms of this Agreement shall include, without limitation, be submitted to the requirement to hire a reputable proxy solicitor) and to cause stockholders whether or not the board Board of directors Directors of the Company determines at any time subsequent to recommend to declaring its advisability that the Agreement is no longer advisable and recommends that the stockholders that they approve reject it. The Buyer agrees to cooperate with the ResolutionCompany in the preparation of the Disclosure Statement. The Company shall be obligated agrees not to hold distribute the Stockholder Meeting Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Stockholder Meeting Deadline and seek to obtain Buyer (which approval may not be unreasonably withheld or delayed). If the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineby means of a written consent, the Company shall cause an additional Stockholder Meeting send, pursuant to be held every three (3Section 228 and 262(d) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedof the Delaware General Corporation Law, (i) a written notice to all stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Warrants, be deemed Company and that appraisal rights are available for their Company Shares pursuant to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 262 of the Warrants) less than Delaware General Corporation Law (which notice shall include a copy of such Section 262), and shall promptly inform the Exercise Price Buyer of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Student Advantage Inc)

Stockholder Approval. The As promptly as practicable following the date of this Agreement, the Company shall provide each stockholder entitled to vote at prepare and file a special or annual meeting of stockholders of preliminary information statement containing the Company (information specified in Schedule 14C under the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held Exchange Act in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at connection with the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the . The Company shall use its reasonable best efforts to solicit its stockholders’ approval cause the definitive information statement to be filed with the SEC as contemplated by Rule 14c-2 under the Exchange Act as promptly as practicable following the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the preliminary information statement or does not intend to review the preliminary information statement, which confirmations shall be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth calendar day after making the initial filing of the Resolution (which efforts shall include, without limitationpreliminary information statement that the SEC will or will not be reviewing such preliminary information statement. If for any reason the Company cannot obtain Stockholder Approval via written consent by the holders of a majority of the voting power of the Company’s issued and outstanding capital stock entitled to vote thereon, the requirement to hire Company shall call a reputable proxy solicitorspecial meeting of stockholders (the “Stockholder Meeting”) at the earliest practical date following the determination that Stockholder Approval via written consent is not feasible, and to cause the board of directors of the Company to recommend to shall file a preliminary and definitive proxy statement for the stockholders that they approve the Resolution. The Company Stockholder Meeting as promptly as practicable thereafter and shall be obligated to hold the Stockholder Meeting for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s board of directors to the Company’s stockholders that such stockholders vote in favor of the matters contemplated by the Stockholder Meeting Deadline Approval, and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until solicit proxies from its stockholders in connection therewith, and all management-appointed proxyholders shall vote their proxies in favor of such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedmatters.

Appears in 1 contract

Samples: Share Exchange Agreement (Nxu, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a an annual or special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no later than the Company’s annual meeting to be held in 2011 (which shall be held no not later than July 31, 2011) 2020 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of reasonably acceptable to the Buyers and each Kxxxxx Xxxx & Wxxxxx LLP, at the expense of their counselthe Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (“Stockholder Resolutions”) providing for (x) the increase in the authorized shares of the Company from 100 million to 150 million (such approval, the “ResolutionShare Increase Approval” and the date such Share Increase Approval is obtained, the “Share Increase Approval Date”) to amend and (y) the Certificate issuance of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities (as defined herein) and the Securities (as defined in the 2019 Agreement) in compliance with the rules and regulations of capital stockthe Principal Market (collectively, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as with the Share Increase Approval, the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months on or prior to September 30, 2020. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (PAVmed Inc.)

Stockholder Approval. The Company Cowen shall provide each stockholder call a meeting of its stockholders (the “Cowen Stockholder Meeting”) to be held as soon as reasonably practicable for the purpose of (i) obtaining the requisite affirmative vote of the holders of Cowen Common Stock entitled to vote at a special or annual meeting on the adoption of stockholders this Agreement and in connection with the Transactions, including the issuance of the Company shares of New Parent Class A Common Stock (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Cowen Stockholder Approval”), on substantially the terms and conditions set forth in this Agreement, and (ii) obtaining the Company requisite affirmative vote (the “New Parent Plan Approval”) of the holders of Cowen Common Stock entitled to vote on the approval of an equity compensation plan for employees of New Parent and its subsidiaries (the “New Parent Plan”), and shall use its reasonable best efforts to solicit cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Cowen shall use its stockholders’ approval reasonable best efforts to obtain from its stockholders (x) the Cowen Stockholder Approval, on substantially the terms and conditions set forth in this Agreement, required to consummate the issuance of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) New Parent Class A Common Stock and to cause the board of directors of the Company to recommend to the stockholders that they other transactions contemplated by this Agreement and approve the ResolutionPlan, and shall recommend such approval except as is permitted by Section 7.10(c) hereto and (y) the New Parent Plan Approval. Cowen shall submit this Agreement to its stockholders at the Cowen Stockholder Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Company shall Board of Directors of Cowen has adopted resolutions approving the Transactions and the issuance of New Parent Class A Common Stock, on substantially the terms and conditions set forth in this Agreement, and directing that the issuance of New Parent Class A Common Stock in the Transactions, on such terms and conditions, be obligated submitted to hold Xxxxx’x stockholders for their consideration. Notwithstanding the foregoing provisions of this Section 7.3, if on a date for which the Cowen Stockholder Meeting by the Stockholder Meeting Deadline and seek is scheduled, Cowen has not received proxies representing a sufficient number of shares of Cowen Common Stock to obtain the Cowen Stockholder Approval, whether or not a quorum is present, Cowen may for the sole purpose of soliciting additional proxies elect to, or shall, if requested by Ramius, use its reasonable best efforts to solicit additional proxies for the sole purpose of obtaining the Cowen Stockholder Approval at and, in connection therewith, shall make one or more successive adjournments of the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Cowen Stockholder Meeting to be held every three a date specified by Cowen (3if Cowen is electing to solicit additional proxies) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, or by Ramius (i) the Company shall not, directly or indirectly, issue or sell, orif Ramius has requested that Cowen solicit additional proxies); provided that, in accordance with Section 2 of either case, the Warrants, Cowen Stockholder Meeting shall not be deemed adjourned to have issued a date that is more than ten (10) days after the date for which the Cowen Stockholder Meeting was originally scheduled (excluding any adjournments or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held postponements required by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedapplicable Law).

Appears in 1 contract

Samples: Transaction Agreement and Agreement and Plan of Merger (Cowen Group, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of Promptly following the date hereof , the Company and its Board of Directors shall (i) prepare proxy materials and solicit proxies requesting Stockholder Approval (as defined below), (ii) call an annual or special meeting (the “Stockholder Special Meeting”), which meeting shall be held no later than ) of the Company’s annual meeting to be held in 2011 stockholders (which shall be held no later than July 31August 1, 2011) (2005, subject to any delay caused solely by the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each SEC’s review of the Buyers preliminary proxy statement relating thereto or clearance of the materials under applicable SEC rules and each regulations) for the purpose of their counselobtaining Stockholder Approval, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”iii) to amend the Certificate of Incorporation to increase recommend that the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 stockholders vote in favor of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)approval, and the Company shall (iv) otherwise use its commercially reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolutionobtain Stockholder Approval. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the If Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineSpecial Meeting, the Company and its Board of Directors shall cause an additional continue to use commercially reasonable best efforts to obtain Stockholder Meeting to be held every three (3) months thereafter Approval until such Stockholder Approval is obtained. Until A request for Stockholder Approval, unless the Board of Directors receives an opinion of counsel advising that such recommendation would constitute a breach of the directors’ fiduciary duties imposed by applicable law, shall include a recommendation that the Company’s stockholders vote in favor of such approval. All expenses related to the solicitation of proxies with respect to, or otherwise incurred in connection with, obtaining Stockholder Approval is obtained, shall be borne by the Company. “Stockholder Approval” means the affirmative vote by the holders of the requisite number of votes cast at a meeting of stockholders to duly and validly approve (i) the Company shall not, directly or indirectly, issue or sell, or, issuance of the Exchange Warrants upon exchange of the Note in accordance with Section 2 the terms and conditions thereof and of this Agreement, (ii) the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price issuance of the Series A Warrants at any time while any of the shares of B Preferred Stock or Warrants are outstanding without and the prior written consent C-3 Warrant pursuant to this Agreement, in the event that Nasdaq requires stockholder approval of each Buyerthese transactions in connection with the Supplemental Listing Application (as described in Section 4(u) below), which consent may be granted or withheld in each Buyer’s sole discretion and (iiiii) any other transaction contemplated hereby which respect to which Nasdaq requires specific stockholder approval in no event shall any Excluded Securities connection with the Supplemental Listing Application (other than the Conversion Shares and the Warrant Sharesas described in Section 4(u) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedbelow).

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than 90 days after the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Closing (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed reasonably acceptable to the Buyers after review by each Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “ResolutionResolutions”) providing for the increase in authorized number of shares of Common Stock of the Company to amend 650,000,000 (such affirmative approval, together with the filing of the certificate of amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockcontemplated below, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Authorized Share Stockholder Approval” and the date such approval is obtained, the “Authorized Share Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Authorized Share Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. On the date of the approval of the Resolutions, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Authorized Share Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If, despite the Company’s reasonable best efforts efforts, the Authorized Share Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each calendar quarter thereafter until such the Authorized Share Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (A123 Systems, Inc.)

Stockholder Approval. The Company shall prepare and file with the SEC (as defined in the Notes), as promptly as practicable after the date hereof, but in no event later than three (3) Business Days after the date of this Agreement, the Proxy Statement (as defined below). The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than the Company’s annual meeting earlier of (i) 20 days after the SEC informs the Company that there will be no review of the Proxy Statement or that they have no further comments to be held in the Proxy Statement and (ii) August 31, 2011 (which shall be held no later than July 31, 2011) (such earlier date is referred to herein as the “Stockholder Meeting Deadline”)), a proxy statementstatement (the “Proxy Statement”), substantially in a form which has been previously reviewed reasonably acceptable to the Claimants after review by each of their respective counsel at the Buyers and each expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting solely for approval of a resolution resolutions (the “ResolutionResolutions”) to amend providing for (a) an increase in the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock of the Company to 750,000,000 and 1,000,000 any actions required to cause such increase to occur, (b) the election of such shares being preferred stock directors, and (c) the approval of the auditors (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. In connection therewith, the Company shall, at its expense, hire a proxy solicitation firm acceptable to Iroquois Master Fund Ltd. to solicit the Stockholder Approval. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the efforts, Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each calendar quarter thereafter with respect to the Resolutions until such the Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the The Company shall not, directly or indirectly, issue or sell, or, in accordance respond to all comments received from the SEC with Section 2 of respect to the Warrants, be deemed to have issued or sold, any shares of Common Stock Proxy Statement as soon as practicable after the receipt thereof (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) but in no event shall any Excluded Securities later than five (other than 5) Business Days after the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedreceipt thereof).

Appears in 1 contract

Samples: Exchange Agreement (RADIENT PHARMACEUTICALS Corp)

Stockholder Approval. The Company shall provide each stockholder entitled take all corporate action necessary to vote at call a special or annual meeting of its stockholders of the Company (which may be its annual meeting) (the “Stockholder Stockholders Meeting”), which meeting shall be held no occur not later than six (6) months after the Closing Date, for the purpose of seeking approval of the Company’s annual meeting stockholders to complete a Capital Event. In connection therewith, the Company will file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be held sent to the stockholders of the Company in 2011 connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which shall has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially set forth in a form which has been previously reviewed by each of supplement or amendment to the Buyers and each of their counselProxy Statement, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) in addition to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockobligations under the Exchange Act, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company will promptly inform the Purchasers thereof. The Company’s Board of Directors shall use its reasonable best efforts recommend to solicit its stockholders’ approval the Company’s stockholders that the stockholders vote in favor of the Resolution Capital Event at the Stockholders Meeting and take all commercially reasonable action (which efforts shall includeincluding, without limitation, the requirement hiring of a proxy solicitation firm of nationally recognized standing) to hire a reputable proxy solicitor) and to cause solicit the board of directors approval of the stockholders for the Capital Event. If the Company does not obtain stockholder approval for the Capital Event at the Stockholders Meeting, the Company shall call a meeting every four (4) months thereafter to recommend seek stockholder approval until the date that stockholder approval is obtained. No later than five (5) business days following stockholder approval of the Capital Event, the Company shall file with the Secretary of State of Delaware an amendment to the stockholders Company’s certificate of incorporation to effect the Capital Event, which certificate of amendment shall provide that they approve the Resolutionit shall become immediately effective upon filing. The Company shall be obligated to hold issue a press release announcing the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 effectiveness of the Warrants, be deemed to have issued or sold, any shares of Common Stock Capital Event no later than one (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer1) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time business day after such Excluded Securities are so issued or are so deemed to be issuedfiling.

Appears in 1 contract

Samples: Securities Purchase Agreement (Adamis Pharmaceuticals Corp)

Stockholder Approval. The (A) To the extent the exercise or conversion of the Backstop Shares or the Backstop Warrants, as applicable, would require the approval or consent of the stockholders of the Company (in each case, without giving effect to any limitations on exercise or “blockers”) pursuant to the rules and regulations of the Principal Market, the Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31June 30, 2011) 2018 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has shall have been previously reviewed by each counsel to the Backstop Investors, at the expense of the Buyers and each Company but in any event such expense not to exceed $5,000 without the prior written approval of their counsel, the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, . (iB) the The Company shall notuse its best efforts to obtain any waiver, directly consent or indirectly, issue or sell, orapproval, in accordance with Section 2 each case, in a form acceptable to the Backstop Investor, of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 holders of the WarrantsCompany’s Junior Securities (as defined in the Certificate of Designations) less than authorizing the Exercise Price issuance of the Series A Warrants at any time while any of the shares of F Preferred Stock or Warrants are outstanding without the prior written consent as a series of each Buyer, which consent may be granted or withheld preferred stock senior in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed rank to be issued as contemplated hereby, for less than the fair market value such class of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedJunior Securities.

Appears in 1 contract

Samples: Backstop Agreement (CorMedix Inc.)

Stockholder Approval. The (a) Subject to the provisions of Section 6.10, the Board of Directors of Company has resolved to recommend to Company’s stockholders that they adopt this Agreement and, unless this Agreement is previously terminated in accordance with its terms, will submit to its stockholders this Agreement and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company shall provide each stockholder entitled duly take, in accordance with applicable law and the certificate of incorporation and bylaws of Company, all reasonable action necessary to vote set a record date for (with at a special or annual meeting least 20 business days’ prior notice to Purchaser of stockholders of the Company such record date) (the “Stockholder Record Date”) and call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”), which meeting shall be held no later than as promptly as reasonably practicable after Purchaser has obtained the CompanySEC’s annual meeting declaration of effectiveness of the Form S-4, for the purpose of obtaining the Company Stockholder Approval. the immediately preceding sentence of 6.3 Subject to be held in 2011 (which shall be held no later than July 31the provisions of Section 6.10, 2011) Company shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder ApprovalCompany Recommendation”), and the Company shall use its reasonable best efforts to solicit obtain from its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of stockholders the Company to recommend Stockholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of Company at the Company Stockholders’ Meeting for the purpose of obtaining the Company Stockholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that they approve if the Resolution. The Board of Directors of Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the have effected a Change in Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, Recommendation in accordance with Section 2 6.10, then the Board of Directors of Company shall submit this Agreement to Company’s stockholders without the Company Recommendation (although the resolutions adopting this Agreement as of the Warrantsdate hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto if the Board of Directors determines that to fail to take such action would be deemed reasonably likely to have issued be inconsistent with its fiduciary duties under applicable law; provided, that for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.10. Subject to Section 6.10, in addition to the foregoing, neither Company nor the Board of Directors of Company shall recommend to its stockholders or sold, submit to the vote of its stockholders any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (Third Party Acquisition other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilltop Holdings Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting shall be promptly called and held no not later than June 30, 2010 (or in the Company’s annual meeting event that such proxy statement is subject to be held in 2011 (which shall be held no later than a full review by the SEC, July 31, 20112010) (the "Stockholder Meeting Deadline”)"), a proxy statement, substantially in a form which has shall have been previously reviewed by each Xxxxxxxxx Xxxxxxx LLP, at the expense of the Buyers and each of their counsel, Company but in any event such expense not to exceed $15,000; soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “Resolution”"Stockholder Resolutions") to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval", and the date such Stockholder Approval is obtained, the “Stockholder ApprovalApproval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tri Valley Corp)

Stockholder Approval. The If at any time the Exchange Cap (as defined in the Warrants) would limit the aggregate number of shares of Common Stock which the Company may issue upon exercise of the Warrants, at the written request of holders of a majority of the Warrant Shares outstanding at such time (as determined assuming full exercise of the Warrants prior to such date without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the date of such request, the “Stockholder Meeting Request Date”), the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than ninety (90) calendar days after the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Stockholder Meeting Request Date (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each of their counselXxxxxxx Xxxx & Xxxxx LLP, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Apollo Resources International Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31June 30, 2011) 2006 (the "Stockholder Meeting Deadline”)"), a proxy statement, substantially in a the form which has shall have been previously reviewed by each the Investor and Xxxxxxx Xxxx & Xxxxx LLP (which review shall be completed within five (5) Business Days of such counsel's receipt of the Buyers proxy statement and each of their counselsuch review requirement shall be waived if such counsel has not completed its review within such five (5) Business Day period), soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Replacement Warrants and 1,000,000 the Replacement Warrants Shares issuable upon the exercise thereof in accordance with applicable law and the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three four (34) months thereafter until such Stockholder Approval is obtainedobtained or the Notes are no longer outstanding. Until Stockholder Approval is obtainedAs used herein, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, "Business Day" means any shares of Common Stock (day other than Excluded Securities and shares Saturday, Sunday or other day on which commercial banks in The City of Common Stock issuable under Convertible Securities held New York are authorized or required by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed law to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedremain closed.

Appears in 1 contract

Samples: Amendment Agreement (Arotech Corp)

Stockholder Approval. The (a) As expeditiously as possible following the execution of this Agreement and in any event within five (5) business days after the execution of this Agreement, the Company shall provide each stockholder entitled mail the Disclosure Statement to vote at the Company Stockholders. The Disclosure Statement shall include (i) a special or annual meeting summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Indemnifying Stockholders, the escrow arrangements and the authority of the Indemnification Representative, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than (ii) a statement that appraisal rights are available for the Company’s annual meeting Company Shares pursuant to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each Section 262 of the Buyers Delaware General Corporation Law and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)Section 262, and all other relevant information. Buyer shall supply all information reasonably required by the Company for purposes of the Disclosure Statement. The Company shall use its reasonable best efforts Reasonable Best Efforts to, as promptly as reasonably possible following the execution of this Agreement, secure and cause to solicit be filed with the Company written consents from Company Stockholders necessary to secure the Requisite Stockholder Approval. As promptly as reasonably possible following its stockholders’ approval receipt of the Resolution (which efforts shall include, without limitationRequisite Stockholder Approval, the requirement Company shall deliver to hire the Buyer a reputable proxy solicitor) and to cause the board of directors certificate executed on behalf of the Company to recommend to by its Secretary and certifying that the stockholders that they approve Requisite Stockholder Approval has been obtained, together with copies of the Resolutionwritten consents evidencing such Requisite Stockholder Approval. The Company shall be obligated also send, pursuant to hold Sections 228 and 262(d) of the Stockholder Meeting Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, stockholders of the Company shall cause an additional Stockholder Meeting and that appraisal rights are available for their Company Shares pursuant to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 262 of the WarrantsDelaware General Corporation Law (which notice shall include a copy of such Section 262), be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 shall promptly inform the Buyer of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TechTarget Inc)

Stockholder Approval. The As soon as reasonably practicable after the date hereof, the Company shall provide each stockholder entitled to vote at give notice of a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)its stockholders, and the Company shall use its reasonable best efforts prepare a proxy statement and present to solicit its a stockholders’ approval of ' meeting (the Resolution (which efforts shall include"Stockholders Meeting"), without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting anticipated to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedas soon as reasonably practicable and in any event by August 31, (i) 2001, resolutions approving the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price antidilution features of the Series A Warrants Preferred Stock and the issuance of the Series B Preferred Stock on the Closing Date as well as the conversion features of such Series B Preferred Stock. The Company agrees not to hold any meeting of stockholders unless and until resolutions approving the issuance of the antidilution features of the Series A Preferred Stock and the Series B Preferred Stock on the Closing Date as well as conversion features of such Series B Preferred Stock are included in the matters to be voted upon at any time while any such meeting. Palladin, Reservoir and Glenhill Capital LP, a Delaware limited partnership (unless such Investor ceases to hold at least twenty five percent (25%) of the shares of Preferred Stock (or Warrants are outstanding without underlying Common Stock) held by such Investor upon the prior written consent consummation of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as transactions contemplated hereby, for less than the fair market value "Principal Investors") shall have the right and sufficient time to review the proxy materials prior to mailing to the Company's stockholders, and the Company shall promptly notify the Investors upon the receipt of, and provide copies of, any comments and correspondence from the SEC with respect to such proxy materials. The Company shall respond promptly to any comments and correspondence from the SEC. In connection with the Stockholders Meeting, the Company shall also cause the mailing of the Common Stock proxy materials to its stockholders and shall solicit proxies in favor of such resolutions and shall use its best efforts to obtain stockholder approval thereof, including using its best efforts to continue to seek stockholder approval until such approval is obtained. The proxy statement relating to the Stockholders Meeting shall comply with all applicable laws and shall not contain any material misstatements or omit material information at the time of the mailing of such Excluded Securities are so issued or are so deemed proxy statement to be issuedthe stockholders of the Company and at the time of the Stockholders Meeting. The Board of Directors of the Company shall recommend (and include such recommendation in the proxy statement) to its stockholders the approval of the resolutions presented at the Stockholders Meeting.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Restoration Hardware Inc)

Stockholder Approval. (i) The Company shall prepare and file with the SEC, as promptly as practicable after the date hereof, but in no event later than twenty (20) calendar days after the Closing Date, the Proxy Statement (as defined below). The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than the Company’s annual meeting earlier of (i) 30 days after the SEC informs the Company that there will be no review of the Proxy Statement or that they have no further comments to be held in 2011 the Proxy Statement and (which shall be held no later than July 31, 2011ii) 90 days after the Closing Date (the "Stockholder Meeting Deadline”)"), a proxy statementstatement (the "Proxy Statement"), substantially in a form which has been previously reviewed reasonably acceptable to the Buyers after review by each Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “Resolution”"Resolutions") to amend providing for (x) the Certificate issuance of Incorporation to increase all of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities as described in the Transaction Documents in accordance with applicable law, the provisions of capital stock, at least 500,000,000 but not more than 1,000,000,000 the Bylaws and the rules and regulations of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the "Principal Market Stockholder Approval") and (y) an increase in the authorized shares of Common Stock of the Company to 400,000,000 and any actions required to cause such increase to occur (such affirmative approval being referred to herein as the "Authorized Share Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. In connection therewith, the Company shall, at its expense, hire a proxy solicitation firm acceptable to [Buyer] to solicit the Authorized Share Stockholder Approval and the Principal Market Stockholder Approval. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Principal Market Stockholder Approval at and the Authorized Share Stockholder Meeting Approval by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts efforts, (i) the Principal Market Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three each calendar quarter thereafter with respect to the Resolutions relating to the Principal Market Stockholder Approval until Principal Market Stockholder Approval is obtained and (3ii) months the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter with respect to the Resolutions relating to the Authorized Share Stockholder Approval until such the Authorized Share Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (RADIENT PHARMACEUTICALS Corp)

Stockholder Approval. (a) The Company shall provide each stockholder entitled use its Reasonable Best Efforts to vote obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special or annual meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the CCC. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders the Notice Materials required pursuant to the California Fairness Hearing, to include without limitation (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the consideration to be received by each Company Stockholder, the indemnification obligations of the Company Stockholders, the Escrow Agreements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011B) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all of the Buyers information required by Rule 502(b)(2) of Regulation D under the Securities Act in connection with satisfying the requirements of the California Fairness Hearing, and each (C) a statement that dissenters' rights are available for the holders of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Company Common Stock and 1,000,000 holders of such shares being preferred stock of Company Preferred Stock pursuant to Chapter 13 of the CCC. The Company agrees to cooperate with the Buyer in the preparation of the Notice Materials. The Company agrees not to distribute the Notice Materials until the Buyer has had a reasonable opportunity to review and comment on the Notice Materials and the Notice Materials have been approved by the Buyer (such affirmative which approval being referred to herein as the “Stockholder Approval”may not be unreasonably withheld or delayed). If any stockholder holds Dissenting Shares, and then the Company shall use its reasonable best efforts send, pursuant to solicit its stockholders’ approval Section 1301 of the Resolution (which efforts shall includeCCC, without limitation, the requirement a written notice to hire a reputable proxy solicitor) and to cause the board of directors all stockholders of the Company to recommend to that did not execute such written consent or that did not otherwise approve the principal terms of the Merger and other transactions contemplated thereby, informing them that the principal terms of the Merger and other transactions contemplated thereby have been approved by the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, of the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any and that dissenters' rights are available for their shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed pursuant to be issued as contemplated hereby, for less than the fair market value Chapter 13 of the Common Stock at CCC (which notice shall include a copy of such Chapter), and shall promptly inform the time Buyer of the date on which such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I Many Inc)

Stockholder Approval. The (a) As promptly as practicable, but in no event more than two (2) Business Days, after the receipt of a California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company shall provide each stockholder entitled submit this Agreement and the transactions contemplated hereby to vote at a special or annual meeting the Stockholders for approval and adoption as provided by the DGCL and the Company Certificate of stockholders Incorporation and By-laws of the Company Company. Such submission, and any proxy or consent in connection therewith, shall specify that adoption of this Agreement shall constitute approval by the Stockholders of: (A) the escrow and indemnification obligations of the Stockholders set forth in Article X hereof and the deposit of the Escrow Amount with the Escrow Agent and (B) the appointment of Xxxxxx Xxxx as the Stockholder Representative, with the rights and responsibilities set forth in this Agreement. Any materials to be submitted to the Stockholders in connection with the solicitation of their approval of the Merger and this Agreement (the “Stockholder MeetingSoliciting Materials), which meeting ) shall be held no later than subject to review and approval by Parent and shall include information regarding the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each terms of the Buyers Merger, this Agreement and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)Related Agreements, and include the Company shall use its reasonable best efforts to solicit its stockholders’ approval recommendation of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company in favor of the Merger, this Agreement, the Escrow Agreement and the other transactions contemplated by this Agreement, and a statement that the Company’s board of directors has determined that the terms of the Merger and this Agreement are fair to recommend to and in the stockholders that they approve best interests of the ResolutionCompany and the Stockholders. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its commercially reasonable efforts to obtain the Stockholder Approval at approval or consent of its Stockholders sufficient to approve the Stockholder Meeting Merger and this Agreement and to enable the Closing to occur as promptly as practicable following the date hereof and, in any event, within thirty (30) days following the receipt of the California Permit or the date on which the Registration Statement is declared effective by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior SEC pursuant to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedAct.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Stockholder Approval. The (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares and Warrant Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”"STOCKHOLDER MEETING"), which meeting shall be promptly called and held no not later than 75 days after the Company’s annual meeting to be held in 2011 earlier of (which shall be held no later than July 31i) the New Principal Market indication of and (ii) the Company becoming aware of, 2011) any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”)"STOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Xxxxxxx Xxxx & Xxxxx LLP, at the expense of their counselthe Company, soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the New Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”"STOCKHOLDER APPROVAL"), and the Company shall use its reasonable best efforts to (i) solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to (ii) cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of Notes and the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Raptor Networks Technology Inc)

Stockholder Approval. The Promptly following the date hereof , the Company and its Board of Directors shall provide each stockholder entitled to vote at a (i) prepare proxy materials and solicit proxies requesting Stockholder Approval (as defined below), (ii) call an annual or special or annual meeting of stockholders (the "SPECIAL MEETING") of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 's stockholders (which shall be held no later than July 31August 1, 2011) (2005, subject to any delay caused solely by the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each SEC's review of the Buyers preliminary proxy statement relating thereto or clearance of the materials under applicable SEC rules and each regulations) for the purpose of their counselobtaining Stockholder Approval, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”iii) to amend the Certificate of Incorporation to increase recommend that the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 's stockholders vote in favor of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)approval, and the Company shall (iv) otherwise use its commercially reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolutionobtain Stockholder Approval. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the If Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineSpecial Meeting, the Company and its Board of Directors shall cause an additional continue to use commercially reasonable best efforts to obtain Stockholder Meeting to be held every three (3) months thereafter Approval until such Stockholder Approval is obtained. Until A request for Stockholder Approval, unless the Board of Directors receives an opinion of counsel advising that such recommendation would constitute a breach of the directors' fiduciary duties imposed by applicable law, shall include a recommendation that the Company's stockholders vote in favor of such approval. All expenses related to the solicitation of proxies with respect to, or otherwise incurred in connection with, obtaining Stockholder Approval is obtained, shall be borne by the Company. "STOCKHOLDER APPROVAL" means the affirmative vote by the holders of the requisite number of votes cast at a meeting of stockholders to duly and validly approve (i) the Company shall not, directly or indirectly, issue or sell, or, issuance of the Exchange Warrants upon exchange of the Note in accordance with Section 2 the terms and conditions thereof and of this Agreement, (ii) the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price issuance of the Series A Warrants at any time while any of the shares of B Preferred Stock or Warrants are outstanding without and the prior written consent C-3 Warrant pursuant to this Agreement, in the event that Nasdaq requires stockholder approval of each Buyerthese transactions in connection with the Supplemental Listing Application (as described in Section 4(u) below), which consent may be granted or withheld in each Buyer’s sole discretion and (iiiii) any other transaction contemplated hereby which respect to which Nasdaq requires specific stockholder approval in no event shall any Excluded Securities connection with the Supplemental Listing Application (other than the Conversion Shares and the Warrant Sharesas described in Section 4(u) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedbelow).

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31September 16, 2011) 2014 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (I) a resolution reverse stock split of the Common Stock of at least 1 for 3 shares of Common Stock (the “Stock Split Resolution”) to amend and (II) the Certificate issuance of Incorporation to increase all of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Principal Market (the “Principal Market Resolution”) (such affirmative approval being referred with respect to herein as the Stock Split Resolution, the “Stock Split Stockholder Approval”, and the date the Stock Split Stockholder Approval is obtained, the “Stock Split Stockholder Approval Date”, and such affirmative approval with respect to the Principal Market Resolution, the “Principal Market Stockholder Approval”, and together with the Stock Split Stockholder Approval, the “Stockholder Approval”, and the date the Principal Market Stockholder Approval is obtained, the “Principal Market Stockholder Approval Date”, and the later of the Principal Market Stockholder Approval Date and the Stock Split Stockholder Approval Date, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or the next annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31June 1, 2011) 2008 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each a counsel of their counselchoice, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each twelve month period thereafter until such Stockholder Approval is obtained. Until , provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, or the Preferred Shares are no longer outstanding, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (TXCO Resources Inc)

Stockholder Approval. The If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules orregulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares, Warrant Shares and Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 75 days after the Company’s annual meeting to be held in 2011 earlier of (which shall be held no later than July 31i) the New Principal Market indication of and (ii) the Company becoming aware of, 2011) any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Xxxx Xxxx, P.A. at the expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the New Principal Market and such affirmative approval being referred to herein as (the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants Notes are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stinger Systems, Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 2015 (which shall be held no later than July 31May 27, 20112015) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, statement soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Company’s Certificate of Incorporation to increase the Company’s authorized capital stock Common Stock to an amount sufficient to permit the Company to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least 501,000,000 but not more than 1,001,000,000 a number of shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 equal to the number of such shares being preferred stock of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants (the “Increased Shares Amendment”) (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board Board of directors of the Company Directors to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, so long as the Warrants remain outstanding, the Company shall cause an additional Stockholder Meeting to be held every three (3) months ninety days thereafter until such Stockholder Approval is obtained. Until No later than two (2) Business Days following the Stockholder Approval is obtainedApproval, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance file with Section 2 the Secretary of State of Delaware a certificate of amendment to the Warrants, be deemed Company’s Certificate of Incorporation to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of effect the Warrants) less than Increased Shares Amendment. The date on which the Exercise Price of Increased Shares Amendment becomes effective is referred to herein as the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion “Authorized Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedIncrease Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (GTX Inc /De/)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31February 28, 2011) 2014 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has shall have been previously reviewed by each counsel for the Buyers, if so requested by Buyers, at the expense of the Buyers and each Company but in any event such expense not to exceed $5,000 without the prior written approval of their counsel, the Company; soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. As soon as practical after receipt of Stockholder Approval, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 apply for the approval of the Warrants, be deemed Principal Market to have issued list or sold, any shares of Common Stock designate for quotation (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyeras the case may be) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (CorMedix Inc.)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the ninetieth (90th) calendar day after the Initial Closing Date, an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 ninetieth (which shall be held no later than July 31, 201190th) calendar day after the Initial Closing (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in each case, in a form which has been previously reviewed by reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Buyers and each of their counsel, soliciting each such Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to amend any limitations on conversion or exercise set forth in the Certificate of Incorporation to increase Designations or the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockWarrants, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock respectively) (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months on or prior to the 150th calendar day after the Initial Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Stockholder Approval. The If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the New Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the New Conversion Shares, Warrant Shares and Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 75 days after the Company’s annual meeting to be held in 2011 earlier of (which shall be held no later than July 31i) the New Principal Market indication of and (ii) the Company becoming aware of, 2011) any limitation imposed by the New Principal Market on the issuance of New Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Xxxxx Xxxxxxx LLP at the expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the New Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants New Notes are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stinger Systems, Inc)

Stockholder Approval. The (a) As expeditiously as possible (and in any event within one (1) Business Days) following the filing of the preliminary Proxy Statement, the Company shall provide each stockholder entitled mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to vote at Parent, to the Company Stockholders, and shall promptly inform Parent of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) a special or annual meeting summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting (ii) a copy of this Agreement, (iii) the Company Financial Statements, (iv) a description of any interested persons or interested transactions with respect to the Merger and this Agreement, (v) a statement that appraisal rights are available for the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262, (vi) such other information as may be required by Rules 502 or 506 of Regulation D promulgated under the Securities Act, and (vii) pursuant to Section 228 of the DGCL, a written notice to all stockholders of the Company that did not execute such Written Consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company. The Parent and its counsel shall be held no later than given an adequate opportunity to review and comment on the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)Disclosure Statement, and the Company shall reflect all reasonable comments of Parent or its counsel thereon. As expeditiously as possible following the execution of this Agreement, and in any event by 5:00 p.m., New York City time, on the Business Day immediately following the date of this Agreement, the Company shall use its reasonable best efforts to solicit its stockholders’ approval of secure Written Consents from Company Stockholders necessary to secure the Resolution (which efforts shall include, without limitation, Company Stockholder Approval. As expeditiously as possible following the requirement to hire a reputable proxy solicitor) and to cause the board of directors receipt of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineApproval, the Company shall cause an additional Stockholder Meeting deliver to be held every three (3) months thereafter until such Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Company Stockholder Approval is has been obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solid Biosciences Inc.)

Stockholder Approval. (a) As promptly as reasonably practicable following the date of this Agreement, and in any event within thirty (30) calendar days, the Company shall prepare and file with the SEC a preliminary proxy statement on Schedule 14A (as amended or supplemented from time to time, the “Proxy Statement”) relating to the approval by the stockholders of (a) a reverse stock split of the Common Stock and (b) any other Company stockholder approvals as may be required under applicable Law and the rules and regulations of Nasdaq with respect to the transactions contemplated hereby and the securities to be issued pursuant to this Agreement (such approvals, the “Stockholder Approvals”). Each of the Company and the Purchaser shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with stockholder approvals similar to the Stockholder Approval, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall provide each stockholder entitled cause the Proxy Statement to vote at a special or annual meeting comply as to form in all material respects with the requirements of stockholders the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company Purchaser shall use its reasonable best efforts to solicit its stockholders’ approval respond as promptly as reasonably practicable to any comments of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend SEC with respect to the stockholders that they approve the ResolutionProxy Statement. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every Within three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, Business Days of the earlier of (i) the date on which the Company shall notlearns, directly orally or indirectlyin writing, issue or sellthat the Proxy Statement will not be reviewed by the SEC, or, in accordance with Section 2 including the first Business Day that is at least 10 calendar days after the filing of the Warrantspreliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in the event that the Company receives comments from the SEC on the preliminary Proxy Statement, the first Business Day immediately following the date the Company learns, orally or in writing, that the SEC staff has no event further comments on the preliminary Proxy Statement, the Company shall have established a record date for the Stockholders Meeting and shall promptly thereafter, file and mail the definitive Proxy Statement to the Company’s stockholders. The Proxy Statement shall include the board recommendation that stockholders approve the Stockholder Approvals. The Company shall promptly notify the Purchaser in writing upon the receipt of any Excluded Securities (other than comments from the Conversion Shares SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Investor with a copy of all written correspondence between the Company or any representatives of the Company, on the one hand, and the Warrant Shares) SEC or its staff, on the other hand, with regard to the Proxy Statement. The Company shall give the Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating to the Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall, in each case, include all timely comments reasonably requested by the Purchaser. If, at any time prior to the Stockholder Meeting, any information relating to the Company, the Purchaser or any of their respective Affiliates, officers or directors should be issueddiscovered by the Company or the Purchaser that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or be deemed omit to state any material fact required to be issued as contemplated herebystated therein or necessary in order to make the statements therein, for less than the fair market value in light of the Common Stock at circumstances under which they are made, not misleading, the time party that discovers such Excluded Securities are so issued information shall promptly notify the other parties, and an appropriate amendment or are so deemed supplement describing such information shall be filed with the SEC and, to be issuedthe extent required by applicable law, disseminated to the stockholders of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celularity Inc)

Stockholder Approval. The Company shall provide each stockholder entitled prepare and file with the SEC, as promptly as practicable after the date hereof but in no event later than February 28, 2010, an information statement (the "Information Statement"), substantially in the form that has been previously reviewed by and is reasonably acceptable to vote at the Buyers, informing the stockholders of the Company of the receipt of the consents, in form and substance reasonably acceptable to the Buyers, of the requisite stockholders (the "Stockholder Consent" and the date such Stockholder consent is effective pursuant to applicable law and regulation, the "Stockholder Consent Effective Date") including resolutions (the "Resolutions") approving the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "Stockholder Meeting"), which meeting shall be promptly called and held no not later than the Company’s annual earlier to occur of (i) the date of the first meeting to be of the stockholders of the Company held in 2011 after the Closing Date and (which shall be held no later than July 31ii) June 30, 2011) 2010 (the "Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, ") soliciting each such stockholder’s 's affirmative vote at for approval of, to the extent not previously adopted, the resolutions set forth in the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock Consent (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Shareholder Approval is not obtained on or prior to the Stockholder Shareholder Meeting Deadline, the Company shall cause an two additional Stockholder Meeting Shareholder Meetings to be held every three (3) months each calendar year thereafter until such Stockholder Shareholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kandi Technologies Corp)

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Stockholder Approval. (a) The Company shall, as promptly as practicable, in accordance with its certificate of incorporation and by-laws and the applicable requirements of the Delaware General Corporation Law, solicit the written consents of the Company Stockholders for the Requisite Stockholder Approval. Within 20 days after the date of receipt of the Requisite Stockholder Approval, the Company shall provide each stockholder entitled send, pursuant to vote at Sections 228 and 262(d) of the Delaware General Corporation Law, a special or annual meeting of written notice to all stockholders of the Company (that did not execute such written consent informing them that this Agreement and the “Stockholder Meeting”), which meeting shall be held no later than Merger were adopted and approved by the Company’s annual meeting stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to be held in 2011 Section 262 of the Delaware General Corporation Law (which notice shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), include a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”Section 262), and shall promptly inform the Company shall use its reasonable best efforts to solicit its stockholders’ approval Buyer of the Resolution (date on which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolutionsuch notice was sent. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineIn connection with such notice, the Company shall cause an additional Stockholder Meeting provide to be held every three its stockholders the Disclosure Statement, which shall include (3A) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtaineda summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Indemnifying Stockholders, (i) the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with constitute approval of such terms) and (B) a statement that appraisal rights are available for the Company Shares pursuant to Section 2 262 of the Warrants, be deemed Delaware General Corporation Law. The Buyer agrees to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined cooperate with the Company in accordance with Section 2 the preparation of the Warrants) less than Disclosure Statement and shall give the Exercise Price Company any comments on the Disclosure Statement within 3 business days of receipt of such Disclosure Statement. The Company agrees not to distribute the Series A Warrants at any time while any of Disclosure Statement until the shares of Preferred Stock or Warrants are outstanding without Buyer has had a reasonable opportunity to review and comment on the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares Disclosure Statement and the Warrant Shares) Disclosure Statement has been approved by the Buyer (which approval may not be issuedunreasonably withheld, conditioned or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issueddelayed).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackboard Inc)

Stockholder Approval. The As promptly as reasonably practicable following the date of this Agreement, and in any event no later than April 30, 2020, the Company shall provide each stockholder entitled prepare and file with the SEC a definitive proxy statement on Schedule 14A (as amended or supplemented from time to vote at time, such definitive proxy statement the “Proxy Statement”) and hold a special or annual meeting of its stockholders no later than May 30, 2020, to obtain the approval of its stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each issuance of the Buyers Underlying Shares upon conversion of the Shares and each exercise of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (Warrants and to effect the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Authorized Common Stock Increase, and 1,000,000 such other stockholder approvals as may be required under the rules and regulations of such shares being preferred stock Nasdaq (such affirmative approval being referred to herein as approvals, the “Stockholder Approval”), . The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and the Purchasers shall use its reasonable best efforts to solicit its stockholders’ approval respond as promptly as reasonably practicable to any comments of the Resolution (which efforts SEC with respect to the Proxy Statement. The Proxy Statement shall include, without limitation, the requirement to hire include a reputable proxy solicitor) and to cause the board of directors recommendation of the Company Company’s Board of Directors that the Company’s stockholders vote in favor of the issuance of the Underlying Shares and the proposal to recommend to effect the stockholders that they approve the ResolutionAuthorized Common Stock Increase. The Company shall be obligated promptly notify the Purchasers in writing upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or any preliminary proxy statement filed prior to the Stockholder Meeting Deadline, Proxy Statement or on the Proxy Statement and shall promptly provide the Purchasers with a copy of all written correspondence between the Company shall cause an additional Stockholder Meeting or any representatives of the Company, on the one hand, and the SEC or its staff, on the other hand, with regard to be held every three (3) months thereafter until the such Stockholder Approval is obtainedmaterials. Until Stockholder Approval is obtained, (i) the The Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of give the Warrants, be deemed Purchasers and their counsel a reasonable opportunity to have issued or sold, review and comment on any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares preliminary proxy statement and the Warrant Shares) be issuedProxy Statement, or be deemed including all amendments and supplements thereto, prior to be issued as contemplated hereby, for less than filing such documents with the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedSEC.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Viveve Medical, Inc.)

Stockholder Approval. The (a) As promptly as reasonably practicable following the date of this Agreement, and in any event within five (5) Business Days, the Company shall provide each stockholder entitled prepare and file with the SEC a preliminary proxy statement (as amended or supplemented from time to vote at a special or annual meeting of time, the “Proxy Statement”) relating to the approval by the stockholders of the Company (of the “Stockholder Meeting”)transactions contemplated by the Transaction Documents, which meeting shall be held no later than including the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each issuance of the Buyers Securities as described in the Transaction Documents, in accordance with applicable Law and each the rules and regulations of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock Nasdaq (such affirmative approval being referred to herein as approval, the “Stockholder Approval”). Each of the Company and Investor shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and Investor shall use its reasonable best efforts to solicit its stockholders’ approval respond as promptly as reasonably practicable to any comments of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend SEC with respect to the stockholders that they approve the ResolutionProxy Statement. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every Within three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, Business Days of the earlier of (i) the date on which the Company shall notlearns, directly orally or indirectlyin writing, issue or sellthat the Proxy Statement will not be reviewed by the SEC, or, in accordance with Section 2 including the first Business Day that is at least 10 calendar days after the filing of the Warrantspreliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in the event that the Company receives comments from the SEC on the preliminary Proxy Statement, the first Business Day immediately following the date the Company learns, orally or in writing, that the SEC staff has no event further comments on the preliminary Proxy Statement, the Company shall have established a record date for the Stockholders Meeting and shall promptly thereafter, file and mail the definitive Proxy Statement to the Company’s stockholders. The Proxy Statement shall include the Board Recommendation. The Company shall promptly notify Investor in writing upon the receipt of any Excluded Securities (other than comments from the Conversion Shares SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Investor with a copy of all written correspondence between the Company or any representatives of the Company, on the one hand, and the Warrant Shares) SEC or its staff, on the other hand, with regard to the Proxy Statement. The Company shall give Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating to the Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall, in each case, include all comments reasonably requested by Investor. If, at any time prior to the Stockholder Meeting, any information relating to the Company, Investor or any of their respective Affiliates, officers or directors should be issueddiscovered by the Company or Investor which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or be deemed omit to state any material fact required to be issued as contemplated herebystated therein or necessary in order to make the statements therein, for less than the fair market value in light of the Common Stock at circumstances under which they are made, not misleading, the time party which discovers such Excluded Securities are so issued information shall promptly notify the other parties, and an appropriate amendment or are so deemed supplement describing such information shall be filed with the SEC and, to be issuedthe extent required by applicable Law, disseminated to the stockholders of the Company.

Appears in 1 contract

Samples: Purchase Agreement (Oncobiologics, Inc.)

Stockholder Approval. (i) The Company shall prepare and file with the SEC, as promptly as practicable after the date hereof, but in no event later than twenty (20) calendar days after the Closing Date, the Proxy Statement (as defined below). The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held called as promptly as practicable after the date hereof, but in no later than the Company’s annual meeting to be held in 2011 (which shall be held no event later than July 311, 2011) 2011 (the “Stockholder Meeting Deadline”)), a proxy statementstatement (the “Proxy Statement”), substantially in a form which has been previously reviewed reasonably acceptable to the Buyers after review by each Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “ResolutionResolutions”) to amend providing for (x) the Certificate issuance of Incorporation to increase all of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities as described in the Transaction Documents in accordance with applicable law, the provisions of capital stock, at least 500,000,000 but not more than 1,000,000,000 the Bylaws and the rules and regulations of such shares being Common Stock the Principal Market including Rule 5635(a) and 1,000,000 (d) of such shares being preferred stock the NASDAQ Listing Rules (such affirmative approval being referred to herein as the “Principal Market Stockholder Approval”) and (y) an increase in the authorized shares of Common Stock of the Company to not less than 100,000,000 shares of Common Stock and any actions required to cause such increase to occur (such affirmative approval being referred to herein as the “Authorized Share Stockholder Approval”, and collectively with the Principal Market Stockholder Approval, the “Company Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) Resolutions and to cause the board Board of directors of the Company Directors to recommend to the stockholders that they approve the ResolutionResolutions. In connection therewith, the Company shall, at its expense, hire Xxxxxxxxx Inc. or another proxy solicitation firm acceptable to Kingsbrook to solicit the Authorized Share Stockholder Approval and the Principal Market Stockholder Approval. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Principal Market Stockholder Approval at and the Authorized Share Stockholder Meeting Approval by the Stockholder Meeting Deadline. If, despite If (i) the Company’s best efforts the Principal Market Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three within six (36) months of the initial Stockholder Meeting and each calendar quarter thereafter with respect to the Resolutions relating to the Principal Market Stockholder Approval until such Principal Market Stockholder Approval is obtained and (ii) the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held within six (6) months of the initial Stockholder Meeting and each calendar quarter thereafter with respect to the Resolutions relating to the Authorized Share Stockholder Approval until the Authorized Share Stockholder Approval is obtained. Until Stockholder Approval is obtained; provided, (i) that in each case, the Company shall not, directly not be required to obtain either the Principal Market Stockholder Approval or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of Authorized Share Stockholder Approval if the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedW.E.T. Acquisition is not consummated.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amerigon Inc)

Stockholder Approval. The At a time mutually agreeable to Owners and Company after the execution of this Agreement, but in any event within sixty days of the date hereof, the Company shall provide each stockholder entitled submit this Agreement, and the transactions contemplated hereby to vote its stockholders at a special or annual meeting for approval and adoption as provided by the GCC and its Articles of Incorporation and Bylaws. The Board of Directors of the Company shall approve this Agreement and declare its advisability, and recommend that the stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held vote in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each favor of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock adopt and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the approve this Agreement. The Company shall use its commercially reasonable best efforts to solicit its stockholders’ and obtain the approval of its stockholders to approve and adopt the Resolution (which efforts shall include, without limitation, Agreement and approve the requirement to hire a reputable proxy solicitor) Merger and to cause enable the board Closing to occur at a special meeting of directors stockholders as promptly as practicable. In connection with such stockholder approval and as soon as practicable after the execution of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlinethis Agreement, the Company shall cause prepare, with the cooperation of Owners, an additional Stockholder Meeting information statement (the “Information Statement”) for purposes of soliciting such approval of the stockholders, which shall include a statement to be held every three (3) months thereafter until such Stockholder Approval is obtainedthe effect that the Board of Directors of the Company has recommended that the stockholders of the Company vote in favor of and adopt and approve this Agreement. Until Stockholder Approval is obtained, The Information Statement shall specify that adoption of this Agreement or submission of the letter of transmittal shall constitute approval by the stockholders of the Company of: (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 escrow and all other provisions of Article IX hereof and the deposit of that portion of the Warrants, be deemed Merger Consideration equal to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than Escrow Amount into the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion Escrow Fund and (ii) in no event favor of the appointment of N.G. Houston III as Stockholder Representative, under and as defined in this Agreement. In addition, the letter of transmittal shall contain representations and warranties of the stockholders as to ownership and authority. Each Signing Stockholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (A) the Effective Time and (B) termination of this Agreement in accordance with its terms, at any Excluded Securities meeting (other than whether annual or special and whether or not an adjourned or postponed meeting) of the Conversion Shares stockholders of Company, however called, or in connection with any written consent of the stockholders of Company, such Signing Stockholder will appear at the meeting or otherwise cause the shares of Company Common Stock held by such Signing Stockholder to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares in favor of the approval and adoption of this Agreement and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value approval of the Common Stock at Merger and the time such Excluded Securities are so issued or are so deemed to be issuedother actions contemplated by this Agreement and any actions required in furtherance thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fortegra Financial Corp)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or (i) At the Company’s first annual general meeting of stockholders of the Company (the “Stockholder Company Stockholders”) following the date of this Note (the “First Annual General Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 () which shall be held no as soon as practical after the date of this Note, but not later than July 3131 2023, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for Company will use its reasonable best effort to obtain approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase from the Company’s authorized capital stock stockholders for (i) the conversion features of the Notes, the issuance of the Conversion Shares, the issuance of the Warrants and the Warrant Shares, and (ii) the conversion features of the Short Term Promissory Note issued to at least 501,000,000 but not more than 1,001,000,000 shares the Holder on July 25, 2022 and the issuance of capital stockthe related warrants, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common as required by, and in conformity, with applicable New York Stock and 1,000,000 of such shares being preferred stock Exchange Continuing Listing Rules (such affirmative approval being referred to herein as the “Stockholder Approval”), and ; provided that the parties acknowledge that such First Annual General Meeting may be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the First Annual General Meeting to conduct business at the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution Stockholder Meeting, (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitory) and to cause the board of directors of the Company is required to recommend to postpone or adjourn the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder First Annual General Meeting by Applicable Law or a request from the Stockholder Commission or its staff, or (z) the Company determines in good faith that it is necessary or appropriate to postpone or adjourn First Annual General Meeting Deadline and seek in order to obtain give the Stockholder Approval at Company Stockholders sufficient time to evaluate any information or disclosure that the Stockholder Meeting by the Stockholder Meeting DeadlineCompany has sent or otherwise made available to them. If, despite the Company’s reasonable best efforts the Requisite Stockholder Approval is not obtained on at or prior to the Stockholder Meeting DeadlineFirst Annual General Meeting, the Company shall cause an additional seek to obtain such Stockholder Meeting to be held every three (3) months thereafter Approval at a meeting of the stockholders of the Company semi-annually until such Stockholder Approval is obtainedobtained or the Notes are no longer outstanding. Until The Company shall notify Holder in writing when Stockholder Approval is has been obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Gelesis Holdings, Inc.)

Stockholder Approval. 16.1 The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than as soon as reasonably possible following the Company’s annual meeting mailing of the proxy statement to be held the stockholders of the Company in 2011 (which shall be held no later than July 31, 2011) respect thereof (the “Stockholder Meeting DeadlineProxy Statement)), a proxy statement, substantially in a form which has been previously reviewed by each copy of the Buyers and each Proxy Statement, at the expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution proposal providing for issuance of the Subsequent Closing Shares and Subsequent Closing Warrants (as each such term is defined in the “Resolution”) to amend Other Subscription Agreements), in each case in compliance with the Certificate rules and regulations of the Nasdaq Stock Market LLC, the Articles of Incorporation to increase of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares , the Bylaws of capital stockthe Company and applicable law (collectively, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to hold convene the Stockholder Meeting by the Stockholder Meeting Deadline as promptly as reasonably practicable but no later than April 1, 2016 and seek to obtain the Stockholder Approval submit at the Stockholder Meeting for approval by the requisite vote of the stockholders of the Company the matters subject to Stockholder Approval. In connection with the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on and any adjournment or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedpostponement thereof, (i) the Company Board of Directors shall not, directly or indirectly, issue or sell, or, recommend that its stockholders vote in accordance with Section 2 favor of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion all matters submitted thereto as such meeting and (ii) in no event neither the Board of Directors nor any committee thereof shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issuedwithdraw or modify, or be deemed propose or resolve to be issued as contemplated herebywithdraw or modify in a manner adverse to Sarissa, for less than such recommendation. The Company shall take all lawful action to solicit from the fair market value stockholders of the Common Company proxies in favor of the Stockholder Approval and take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders that are required by the rules of Nasdaq Stock at Market LLC and applicable law, including, if necessary or appropriate or if requested by the time such Excluded Securities are so issued or are so deemed Sarissa, adjourning the Stockholder Meeting to be issuedsolicit additional proxies.

Appears in 1 contract

Samples: Apricus Biosciences, Inc.

Stockholder Approval. (a) The Company shall provide each stockholder entitled use its Reasonable Best Efforts to vote obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special or annual meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the Washington Business Corporation Act. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the approval of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011B) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all of the Buyers information required by Rule 502(b)(2) of Regulation D under the Securities Act and each (C) a statement that dissenters' rights are available for the Company Shares pursuant to RCW 23B.13 of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of Washington Business Corporation Act and a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred RCW 23B.13. The Buyer agrees to herein as the “Stockholder Approval”), and cooperate with the Company shall use its reasonable best efforts to solicit its stockholders’ approval in the preparation of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the ResolutionDisclosure Statement. The Company shall be obligated agrees not to hold distribute the Stockholder Meeting Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Stockholder Meeting Deadline and seek to obtain Buyer (which approval may not be unreasonably withheld or delayed). If the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineby means of a written consent, the Company shall cause an additional Stockholder Meeting send, pursuant to be held every three (3RCW 23B.07.040 and RCW 23B.13.220(2) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedof the Washington Business Corporation Act, (i) a written notice to all stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 that did not execute such written consent informing them that this Agreement and the Merger were approved by the stockholders of the Warrants, be deemed Company and that dissenters' rights are available for their Company Shares pursuant to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 RCW 23B.13 of the Warrants) less than Washington Business Corporation Act (which notice shall include a copy of such RCW 23B.13), and shall promptly inform the Exercise Price Buyer of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31April 30, 2011) 2006 (the "Stockholder Meeting Deadline”)"), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each a counsel of their choice (which review shall be completed within five (5) Business Days of such counsel's receipt of the proxy statement and such review requirement shall be waived if such counsel has not completed its review within such five (5) Business Day period), soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions providing for (the “Resolution”i) to amend the Certificate of Incorporation to increase the Company’s 's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (ii) increasing the number of authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall either (x) cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until obtained or (y) cause one (1) additional Stockholder Meeting to be held within six (6) months thereafter and if such Stockholder Approval is not obtained, (i) each Buyer shall have the right, at such Buyer's option, to require the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while redeem any of the shares of such Buyer's Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time Redemption Price (as defined in the Certificate of Designations, with such Excluded Securities are so issued or are so failure being deemed to be issueda Redemption Event for purposes of such definition hereunder).

Appears in 1 contract

Samples: Securities Purchase Agreement (Millennium Cell Inc)

Stockholder Approval. The If required by Nasdaq rules, the Company shall file with the SEC and provide each stockholder of the Company with a proxy statement complying with the requirements of the Exchange Act and substantially in the form that has been previously reviewed and approved by the Investors and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, at the expense of the Company, informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than three (3) months from the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Closing Date (the "Stockholder Meeting Deadline”)"), a proxy statement, substantially in a form which has been previously reviewed reasonably acceptable to the Investors after review by each Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “Resolution”"Resolutions") to amend providing for the Certificate issuance of Incorporation to increase all of the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Shares in accordance with applicable law and the rules and regulations of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock Nasdaq (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each calendar quarter thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)

Stockholder Approval. (a) The Company shall provide each stockholder entitled use its Reasonable Best Efforts to vote obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special or annual meeting of stockholders or pursuant to a written stockholder consent, even if the Board of Directors has withdrawn its recommendations set forth in Section 4.3(c), all in accordance with the applicable requirements of the Delaware General Corporation Law. The Company hereby consents to the use of its Financial Statements and any related information in the Registration Statement on Form S-1 of the Buyer filed on April 7, 1999 (the "Registration Statement"). The Company shall ensure that any information furnished by the Company to the Buyer expressly for inclusion in the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading The Company also agrees to use its Reasonable Best Efforts to obtain the consent of its independent public accountant for the use of such Financial Statements in the Registration Statement. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011B) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all of the Buyers information required by Rule 503(b)(2) of Regulation D under the Securities Act and each (C) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of Delaware General Corporation Law and a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred Section 262. The Buyer agrees to herein as the “Stockholder Approval”), and cooperate with the Company shall use its reasonable best efforts to solicit its stockholders’ approval in the preparation of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the ResolutionDisclosure Statement. The Company shall be obligated agrees not to hold distribute the Stockholder Meeting Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Stockholder Meeting Deadline and seek to obtain Buyer (which approval may not be unreasonably withheld or delayed). If the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineby means of a written consent, the Company shall cause an additional Stockholder Meeting send, pursuant to be held every three (3Sections 228 and 262(d) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedof the Delaware General Corporation Law, (i) a written notice to all stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Warrants, be deemed Company and that appraisal rights are available for their Company Shares pursuant to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 262 of the Warrants) less than Delaware General Corporation Law (which notice shall include a copy of such Section 262), and shall promptly inform the Exercise Price Buyer of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Student Advantage Inc)

Stockholder Approval. The (a) As soon as practical after the date hereof, the Company shall provide each stockholder entitled take all action necessary under the Company Constituent Documents and all applicable Legal Requirements to vote at a special or annual meeting of submit this Agreement, the Merger and the Company Charter Amendment to the stockholders of the Company (and their Purchaser Representative (as defined in Rule 501 of the Securities Act) to the extent they are not Accredited Investors) for approval via written stockholder consent. The Company will prepare and distribute to the Company stockholders in connection with the solicitation of the Required Company Stockholder Meeting”), which meeting shall be held no later than Approval an information statement in compliance with all applicable Legal Requirements and the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Company Constituent Documents (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “ResolutionCompany Information Statement”) to amend on the Certificate date of Incorporation to increase execution of this Agreement. The Company Information Statement shall include appropriate disclosure regarding Parent and the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Parent Common Stock. Each of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), Parent and the Company shall use agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable best efforts to solicit its stockholders’ approval judgment of the Resolution (which efforts shall includeproviding party, without limitationor its counsel, may be required or appropriate for inclusion in the requirement to hire a reputable proxy solicitor) Company Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the board of directors other’s counsel and auditors in the preparation of the Company to recommend Information Statement. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the stockholders Effective Time either the Company or Parent shall obtain knowledge of any facts that they approve might make it necessary or appropriate to amend or supplement the ResolutionCompany Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Legal Requirements. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) solicit from stockholders of the Company shall notin compliance with applicable Legal Requirements and the Company Constituent Documents consents to approve this Agreement, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities Merger and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion Company Charter Amendment and (ii) in no event shall any Excluded Securities (other than use its commercially reasonable efforts to obtain the Conversion Shares Required Company Stockholder Approval and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value requisite approval of the Common Stock at Company Charter Amendment by the time such Excluded Securities are so issued or are so deemed to be issuedCompany Stockholders as soon as reasonably possible following the execution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Bioscience Inc)

Stockholder Approval. (a) The Company shall provide each stockholder entitled use its Reasonable Best Efforts to vote obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special or annual meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the “Disclosure Statement”) which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangement and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement and approval of the Merger by the stockholders of the Company (the “Stockholder Meeting”shall constitute approval of such terms), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011B) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each all of the Buyers information required by Rule 502(b)(2) of Regulation D under the Securities Act and each (C) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of Delaware General Corporation Law and a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred Section 262. The Buyer agrees to herein as the “Stockholder Approval”), and cooperate with the Company shall use its reasonable best efforts to solicit its stockholders’ approval in the preparation of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the ResolutionDisclosure Statement. The Company shall be obligated agrees not to hold distribute the Stockholder Meeting Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Stockholder Meeting Deadline and seek to obtain Buyer (which approval may not be unreasonably withheld or delayed). If the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineby means of a written consent, the Company shall cause an additional Stockholder Meeting send, pursuant to be held every three (3Sections 228 and 262(d) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedof the Delaware General Corporation Law, (i) a written notice to all stockholders of the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Warrants, be deemed Company and that appraisal rights are available for their Company Shares pursuant to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 262 of the Warrants) less than Delaware General Corporation Law (which notice shall include a copy of such Section 262), and shall promptly inform the Exercise Price Buyer of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edison Schools Inc)

Stockholder Approval. The Company shall provide each stockholder entitled Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to vote at a special or annual meeting and in the best interests of the Company and its stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of Maryland Law; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) to the “Stockholder Meeting”)extent required by Maryland Law, which approved and directed that the Merger be submitted for consideration at a meeting shall be held no later than of the Company’s annual meeting stockholders. Under Maryland Law, if we acquire, pursuant to be held in 2011 the Offer or otherwise, at least 90% of the outstanding Shares (which shall be held no later than July 31, 2011) (including pursuant to the “Stockholder Meeting Deadline”)top-up” option described above), we believe we could, and we intend to, effect a proxy statement, substantially in a Merger under the short-form which has been previously reviewed merger provisions of Maryland Law without any action by each any other stockholder of the Buyers Company. Maryland Law requires Purchaser to deliver, at least 30 days prior to such merger, a notice to its stockholders of such merger. A copy of such notice is filed as Exhibit (a)(7) of the Schedule TO and each is incorporated herein by reference. If Purchaser does not acquire at least 90% of their counselthe outstanding Shares, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for we will have to seek approval of a resolution (the “Resolution”) to amend Merger Agreement and the Certificate of Incorporation to increase Merger by the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares stockholders. Approval of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), Merger Agreement and the Merger requires the approval of not less than a majority of the outstanding Shares, including the Shares owned by us. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, we would own sufficient Shares to enable us, without the additional affirmative vote of any other stockholder of the Company, to satisfy the stockholder approval requirement to approve the Merger. Pursuant to the Merger Agreement, the Company shall use has agreed to promptly call and hold a meeting of its reasonable best efforts to solicit its stockholders’ stockholders for purposes of voting on the approval of the Resolution (which efforts shall include, without limitation, the requirement to hire Merger if a reputable proxy solicitor) and to cause the board meeting of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts stockholders is required under Maryland Law to consummate the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedMerger.

Appears in 1 contract

Samples: The Merger Agreement (Oracle Corp)

Stockholder Approval. The Company shall provide each stockholder entitled If the Additional Closing is consummated, then prior to vote at a special or its next annual meeting of stockholders stockholders, the Company shall prepare and file with the Commission a proxy statement of the Company relating to such annual meeting that will include, among other things, the solicitation of the Company’s stockholders for the ratification of the issuance and sale of the Additional Purchased Shares to the Purchasers (the “Stockholder MeetingProxy Statement”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the . The Company shall use its reasonable best efforts to solicit its stockholders’ approval cause the Proxy Statement to be approved by the Commission and mailed to the Company’s stockholders prior to such annual meeting. The Purchasers shall furnish all information concerning themselves as the Company may reasonably request in connection with such actions and the preparation of the Resolution (which efforts Proxy Statement. The Company shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of directors the Exchange Act, including Section 14(a) thereof and the respective regulations promulgated thereunder and the rules and regulations of Nasdaq. The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to recommend to the stockholders of the Company that they approve vote, as required by Nasdaq, in favor of the Resolutionratification of the issuance of Additional Purchased Shares. The Company shall be obligated use reasonable efforts (through its agents or otherwise) to hold solicit from its stockholders proxies in favor of the Stockholder Meeting by ratification of the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadlineissuance Additional Purchased Shares. If, despite If the Company’s best efforts stockholders ratify such issuance and sale of the Stockholder Approval is not obtained on or prior Additional Purchased Shares to the Stockholder Meeting DeadlinePurchasers, the Company then Section 5.1 shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares automatically terminate and the Warrant Shares) proxy therein shall be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedirrevocably terminated.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bottomline Technologies Inc /De/)

Stockholder Approval. (i) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “"Stockholder Meeting"), which meeting shall be promptly called and held no later than as soon as commercially and legally practicable after the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”))Closing Date, a proxy statement, substantially in a form which has been previously reviewed by each at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “Resolution”"Resolutions") to amend providing for the Certificate of Incorporation to increase in the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock to a number sufficient to enable the conversion in full of the Debentures and 1,000,000 exercise in full of such shares being preferred stock the Warrants (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is duly obtained being referred to as the “Stockholder ApprovalApproval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Upon receiving Stockholder Approval and the Company filing with the Nevada Secretary of State an appropriate Certificate of Amendment to the Company’s Certificate of Incorporation effectuating an increase of the Company’s authorized Common Stock, the Debentures shall be obligated to hold eligible for conversion into the Stockholder Meeting by Conversion Shares and the Stockholder Meeting Deadline and seek to obtain Warrants shall be exercisable into the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting DeadlineWarrant Shares. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to Debentures will not be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than convertible into the Conversion Shares and the Warrants will not be exercisable into the Warrant Shares) be issued, or be deemed to be issued Shares until such time as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedStockholder Approval is later obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sionix Corp)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31December 12, 2011) 2023 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in each case, in a form which has been previously reviewed by each reasonably acceptable to the Buyers, at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend providing for the Certificate issuance of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares Securities in compliance with the rules and regulations of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedNotwithstanding the above, (i) the Company shall not, directly not be required to hold a Stockholder Meeting or indirectly, issue or sell, or, in accordance with Section 2 seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, be deemed to have issued or sold, any the shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of issued pursuant to the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and Warrants would not exceed the Warrant Shares) be issued, or be deemed to be issued Exchange Cap (as contemplated hereby, for less than defined in the fair market value Certificate of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedDesignations).

Appears in 1 contract

Samples: Securities Purchase Agreement (Sidus Space Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled use reasonable best efforts to, as promptly as practicable after the date hereof, and in any case no later than the earlier to vote at a special occur of (i) one hundred eighty days (180 days) after November 6, 2023, or (ii) the first annual meeting of stockholders of to take place after the Company Amendment No. 3 Effective Date (the “Stockholder Meeting”), which meeting shall ) to cause to be held no later than presented to the Company’s annual meeting stockholders for the approval at such meeting, and recommend the approval of the Requisite Stockholder Approvals (as defined below). The Company will prepare and file with the SEC a proxy statement to be held sent to the Company’s stockholders in 2011 (which shall be held no later than July 31, 2011) connection with the Stockholder Meeting (the “Stockholder Meeting DeadlineProxy Statement”)), a proxy statement, substantially in a form which has been previously reviewed by each . The Proxy Statement shall include the Board of Directors’ recommendation that the Buyers and each holders of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval shares of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval vote in favor of the Resolution (which efforts shall include, without limitation, Requisite Stockholder Approvals. If the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Requisite Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is Approvals are not obtained on at or prior to the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional will hold a special meeting of the stockholders of the Company for the purposes of obtaining such Requisite Stockholder Approvals no less often than every ninety (90) days following the date of the Stockholder Meeting to be held every three (3until the Requisite Stockholder Approvals are obtained, and the Board of Directors will recommend that the holders of shares of the Company’s Common Stock vote in favor of the Requisite Stockholder Approvals at each such meeting. For purposes of this Agreement, “Requisite Stockholder Approvals” means the Requisite 5635(b) months thereafter until such Stockholder Approval is obtained. Until and the Requisite 5635(d) Stockholder Approval; provided, however, that, in each case, the applicable Requisite Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or will be deemed to be issued as contemplated herebyobtained if, for less than due to any amendment or binding change in the fair market value interpretation of the applicable listing standards of the Nasdaq Capital Market, such stockholder approval is no longer required for the Company to issue shares Common Stock at pursuant to the time such Excluded Securities are so issued or are so deemed Notes and the Warrants. “Requisite 5635(b) Stockholder Approval” means the stockholder approval contemplated by Nasdaq Listing Rule 5635(b) with respect to be issued.the issuance of shares of Common

Appears in 1 contract

Samples: 3 Agreement (Astra Space, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 90 calendar days from the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”))date hereof, a proxy statement, substantially in a form which has been previously reviewed by each statement meeting the requirements of Section 14 of the Buyers Exchange Act and each of their counsel, the related rules and regulations thereunder promulgated by the Commission (“Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (resolutions approving the “Resolution”) Company’s issuance of the Warrant Securities and any shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock and exercise of the Common Stock Purchase Warrants and any other securities issuable pursuant to amend the Certificate of Incorporation Designation and the Series B Certificate of Designation and all the other transactions contemplated by the Transaction Documents and this Agreement (including, without limitation, increase in the size of the Board of Directors as necessary to increase elect the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock Series B Director (such affirmative approval being referred to herein as defined in the Registration Rights Agreement)) (the “Stockholder Approval”)) in accordance with law and the rules and regulations of the Nasdaq Global Market (or any other applicable Trading Market) and the Delaware General Corporation Law, and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve such resolutions. The Proxy Statement shall be in a form reasonably acceptable to the ResolutionHolders and accordingly, the Company shall provide the Legal Counsel (as defined in the Registration Rights Agreement) with reasonable opportunity to review and comment on the Proxy Statement. The Company shall be obligated keep the Holders apprised of the status of matters relating to hold the Proxy Statement and the Stockholder Meeting, including promptly furnishing the Holders and their counsel with copies of notices or other communications related to the Proxy Statement, the Stockholder Meeting or the transactions contemplated hereby received by the Stockholder Meeting Deadline and seek to obtain Company from the Stockholder Approval at Commission or the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedNasdaq Global Market.

Appears in 1 contract

Samples: Warrant Agreement (Answers CORP)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than 90 days after the Company’s annual meeting to be held in 2011 (which shall be held no Closing, or such later than July 31, 2011) date as agreed by the Company and the Required Holders (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed reasonably acceptable to the Required Holders after review by each Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “ResolutionResolutions”) to amend providing for a reverse split of the Certificate Common Stock in a ratio of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock one-for-ten (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Authorized Share Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. On the date of the approval of the Resolutions, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If, despite the Company’s reasonable best efforts efforts, the Authorized Share Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each calendar quarter thereafter until such the Authorized Share Stockholder Approval is obtained. Until Notwithstanding anything herein to the contrary, no Buyer shall seek to convert any Notes prior to the Stockholder Approval is obtained, (i) Date to the extent that such conversion would require the Company shall not, directly or indirectly, to issue or sell, or, shares of Common Stock in accordance with Section 2 excess of the Warrants, be deemed to have issued or sold, any such Buyer’s Pro Rata Amount of 26,000,000 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other than Excluded Securities and shares similar transaction after the date hereof). As used herein, “Pro Rata Amount” means a fraction (i) the numerator of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 which is the principal amount of the Warrants) less than Note issued to such Buyer on the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion Closing Date and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and denominator of which is the Warrant Shares) be issued, or be deemed aggregate principal amount of all Notes issued to be issued as contemplated hereby, for less than the fair market value of Buyers on the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedClosing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Body Central Corp)

Stockholder Approval. (i) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which meeting initially shall be promptly called and held no not later than 120 calendar days following the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Closing Date (the "Stockholder Meeting Deadline”)"), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Xxxxxxx Xxxx & Xxxxx LLP at the expense of their counselthe Company, soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “Resolution”"Resolutions") to amend providing for the Certificate of Incorporation to increase in the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such from 300,000,000 shares being preferred stock to 500,000,000 shares (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, or the Notes are no longer outstanding, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such Stockholder Approval is obtained. Until approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Additional Stockholder Approval by the Additional Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Additional Stockholder Approval is not obtained on or prior to the Additional Stockholder Meeting Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held each twelve month period thereafter until such Additional Stockholder Approval is obtained, (i) provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve such resolutions at any such Additional Stockholder Meeting and the Additional Stockholder Approval is not obtained, or the Notes are no longer outstanding, the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed cause an additional Additional Stockholder Meeting to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time held each calendar quarter thereafter until such Excluded Securities are so issued or are so deemed to be issuedAdditional Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bravo Foods International Corp)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July March 31, 2011) 2022 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in each case, in a form which has been previously reviewed by reasonably acceptable to the Holder and Jolie Xxxx, Esq., at the expense of the Company, with the Company obligated to reimburse the expenses of Jolie Xxxx, Esq. incurred in connection therewith in an amount not to exceed $5,000. The proxy statement shall solicit each of the Buyers and each of their counsel, soliciting each such Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities and all of the securities issued pursuant to that certain Securities Purchase Agreement, dated as of November 2, 2021, between the Company and the Holder, as amended (the “ResolutionPrior SPA), in compliance with the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants or the Preferred Shares) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months on or prior to June 30, 2022. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedIn addition to the foregoing, (i) the Company hereby confirms that the Securities shall notbe included in the definition of Securities as set forth in Section 5 of that certain Amendment and Waiver, directly or indirectly, issue or sell, or, in accordance with Section 2 of between the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities Company and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issueddated December 2, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued2021.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Stockholder Approval. The Company shall provide each acknowledges and agrees that it is currently seeking stockholder entitled to vote approval at a special or its annual meeting of stockholders of the Company (the “Stockholder Annual Meeting”) to effect the Reverse Split. The Company’s Board of Directors has recommended to the Company’s stockholders that the stockholders vote in favor of the Reverse Split proposal and has taken all commercially reasonable action to solicit the approval of the stockholders for the Reverse Split proposal. To the extent that the Company’s stockholders do not approve the Reverse Split proposal at the Annual Meeting, promptly following January 17, 2020, the Company shall take all commercially reasonable action necessary to call a new meeting of its stockholders (the “Stockholders Meeting”), which meeting shall be held no occur not later than June 7, 2020, for the purpose of seeking approval of the Company’s annual meeting stockholders to effect the Reverse Split. In connection therewith, the Company will as soon as reasonably practicable after January 17, 2020 file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be held sent to the stockholders of the Company in 2011 (which shall connection with the Stockholders Meeting. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially set forth in a form which has been previously reviewed by each of supplement or amendment to the Buyers and each of their counselProxy Statement, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) in addition to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stockobligations under the Exchange Act, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company will promptly inform the Purchasers thereof. The Company’s Board of Directors shall use its reasonable best efforts recommend to solicit its stockholders’ approval the Company’s stockholders that the stockholders vote in favor of the Resolution Reverse Split at the Stockholders Meeting and take all commercially reasonable action (which efforts shall includeincluding, without limitation, the requirement hiring of a proxy solicitation firm of nationally recognized standing) to hire a reputable proxy solicitor) and to cause solicit the board of directors approval of the stockholders for the Reverse Split. If the Company does not obtain stockholder approval for the Reverse Split at the Stockholders Meeting, the Company shall call a meeting every four months thereafter to recommend seek stockholder approval until the date that stockholder approval is obtained. No later than two (2) business days following stockholder approval of the Reverse Split proposal at the Annual Meeting, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the stockholders Company’s Certificate of Incorporation to effect the Reverse Split, which certificate of amendment shall provide that they approve the Resolutionit shall become immediately effective upon filing. The Company shall be obligated to hold issue a press release announcing the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 effectiveness of the Warrants, be deemed to have issued or sold, any shares of Common Stock Reverse Split no later than one (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer1) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time business day after such Excluded Securities are so issued or are so deemed to be issuedfiling.

Appears in 1 contract

Samples: Securities Purchase Agreement (Titan Pharmaceuticals Inc)

Stockholder Approval. The (g) As expeditiously as possible following the execution of this Agreement and in any event within one (1) business day after the execution of this Agreement, the Company shall provide each stockholder entitled mail the Disclosure Statement, in a form reasonably acceptable to vote at the Buyer, to the Company Stockholders. The Disclosure Statement shall include (i) a special or annual meeting summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Equity Holders, the escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms) and (ii) a statement that appraisal rights are available for the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting Company Shares pursuant to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each Section 262 of the Buyers DGCL and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 copy of such shares being Common Stock and 1,000,000 Section 262. As expeditiously as possible following the execution of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”)this Agreement, and in any event within one (1) business day after the execution of this Agreement, the Company shall use its reasonable best efforts Reasonable Best Efforts to solicit its stockholders’ approval secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible following the receipt of the Resolution (which efforts shall include, without limitationRequisite Stockholder Approval, the requirement Company shall deliver to hire the Buyer a reputable proxy solicitor) and to cause the board of directors certificate executed on behalf of the Company to recommend to by its Secretary and certifying that the stockholders that they approve the ResolutionRequisite Stockholder Approval has been obtained. The Company shall be obligated also send, pursuant to hold Sections 228 and 262(d) of the Stockholder Meeting DGCL, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, stockholders of the Company shall cause an additional Stockholder Meeting and that appraisal rights are available for their Company Shares pursuant to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 262 of the WarrantsDGCL (which notice shall include a copy of such Section 262), be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 shall promptly inform the Buyer of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, date on which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuednotice was sent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akamai Technologies Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no a) Not later than the Companysecond Business Day after the Registration Statement is declared effective under the Securities Act (but in no event before (1) the information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner’s annual meeting to be held in 2011 stockholders and (which 2) the Registration Statement shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)have been declared effective), a proxy statement, substantially Merger Partner shall solicit and obtain the Merger Partner Stockholder Approval by the Written Consents (in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”reasonably acceptable to Public Company) to amend be executed and delivered by Merger Partner’s stockholders for the Certificate purposes of Incorporation to increase (i) evidencing the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares adoption of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), this Agreement and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution Merger and the other transactions contemplated hereby, (which efforts shall include, without limitation, ii) acknowledging that the requirement approval given thereby is irrevocable and that such stockholder is aware of its rights to hire a reputable proxy solicitor) and demand appraisal for its shares pursuant to cause the board of directors Section 262 of the Company to recommend DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Stockholder Approval, Merger Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other applicable laws. Merger Partner shall take all action that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline is both reasonable and seek lawful to obtain the Merger Partner Stockholder Approval, subject to compliance with Section 6.1(b). Without limiting the generality of the foregoing, Merger Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Stockholder Approval at has not already been obtained, shall include the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Companyrecommendation of Merger Partner Board that Merger Partner’s best efforts the Stockholder Approval is not obtained on or prior stockholders consent to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 adoption of this Agreement and approval of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.Merger. 72

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millendo Therapeutics, Inc.)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders In the event that ServiceMaster and its affiliates after consummation of the Company (Offer, do not own at least 90% of all Shares outstanding at that time, then as soon as practicable after the “Stockholder Meeting”)Closing Time, which meeting Barefoot shall be held no later than take all action necessary in accordance with the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers Delaware Law and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the other applicable governmental requirements and its Restated Certificate of Incorporation and By-Laws either (at Barefoot's election) to increase (a) distribute the Company’s authorized capital stock Proxy Statement and convene a meeting of its stockholders as promptly as possible after the Closing Time to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock consider and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as vote upon the “Stockholder Approval”), Merger Agreement and the Company Merger or (b) submit the Merger Agreement and the Merger for approval by written consent in lieu of a meeting of stockholders. If a stockholders' meeting is convened or consents are to be solicited, the Board of Directors of Barefoot shall recommend that the stockholders of Barefoot vote to adopt and approve the Merger Agreement and the Merger. Barefoot shall use its reasonable best efforts to solicit from stockholders of Barefoot proxies or consents in favor of such adoption and approval to the extent such consents or approvals are required and shall take all other action necessary or helpful to secure a vote or consent of stockholders in favor of the Merger. At any such meeting ServiceMaster and its affiliates shall vote all Shares held by them in favor of the Merger, and Barefoot shall vote all Shares with respect to which proxies in the form distributed by Barefoot shall have been given in favor of the Merger. In connection with any such vote or consent, ServiceMaster and its affiliates shall vote in favor of or consent to the Merger Agreement and the Merger with respect to all Shares any of them have the power to vote and Barefoot shall give any such consents which it is authorized to give by stockholder consent. As soon as is practicable after the satisfaction or waiver of the conditions set forth in Section 2.5 below, and in no event later than five business days after such satisfaction or waiver, MergerSub will cause a Certificate of Merger to be filed with the Secretary of State of the State of Delaware. Notwithstanding the foregoing, in lieu of holding a stockholders' meeting or seeking consents for approval of the Resolution (which efforts shall include, without limitationMerger Agreement and the Merger, the requirement to hire a reputable proxy solicitor) Merger Agreement and to cause the board Merger may be approved by ServiceMaster and its affiliates if they shall own at least 75% of directors all outstanding Shares upon consummation of the Company to recommend to the Offer, in which event proxies need not be solicited from other stockholders that they approve the Resolution. The Company but all required statements and information shall be obligated furnished to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, stockholders in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities all applicable laws and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedregulations.

Appears in 1 contract

Samples: Acquisition Agreement (Barefoot Inc /De)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a At the next special or annual meeting of stockholders of the Company with a record date after the date of this Agreement, which annual or special meeting shall be called and held not later than December 31, 2017 (the “First Stockholder Meeting”), which meeting the Company shall be held no later than take all action necessary to obtain the approval of its stockholders of the issuance of all of the shares of Common Stock issuable under the Notes, without regard to any limitations on conversion set forth in the Notes, pursuant to and in accordance with the applicable rules and regulations of the Trading Market, including, without limitation, NASDAQ Listing Rule 5635, if such rule is then applicable to the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each its Common Stock or any of the Buyers transactions contemplated by the Transaction Documents, and each the articles of their counselincorporation, soliciting each such stockholder’s affirmative vote at bylaws or other governing documents of the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock Company (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”). In connection therewith, the Company shall provide each stockholder entitled to vote at the First Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at the First Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the First Stockholder Meeting by and to cause the Board of Directors of the Company to recommend, to the extent possible consistent with its fiduciary duties under applicable law, to the Company’s stockholders that they vote to approve the Stockholder Meeting DeadlineApproval proposal at the First Stockholder Meeting. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to at the First Stockholder Meeting DeadlineMeeting, the Company shall cause an additional seek to obtain the Stockholder Approval at each special or annual meeting of stockholders of the Company convened after the First Stockholder Meeting to be held every three (3) months thereafter until each such meeting, a “Subsequent Stockholder Approval is obtainedMeeting”). Until Stockholder Approval is obtainedIn connection therewith, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 provide each stockholder entitled to vote at a Subsequent Stockholder Meeting a proxy statement soliciting the affirmative vote of the WarrantsCompany’s stockholders necessary to obtain the Stockholder Approval at such Subsequent Stockholder Meeting, be deemed and the Company shall use its reasonable best efforts to have issued or sold, any shares solicit and obtain the Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 Directors of the Warrants) less than Company to recommend, to the Exercise Price of extent possible consistent with its fiduciary duties under applicable law, to the Series A Warrants Company’s stockholders that they vote to approve the Stockholder Approval proposal at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedSubsequent Stockholder Meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (Inpixon)

Stockholder Approval. The Company (a) As promptly as reasonably practicable following the date of this Agreement, Embassy shall provide each stockholder entitled to vote at a special or annual meeting take all action reasonably necessary in accordance with the Securities Exchange Act of stockholders 1934, as amended (the "Exchange Act"), the laws of the Company State of Florida and its Articles of Incorporation and Bylaws to call, give notice of and convene a meeting (the “Stockholder "Meeting") of its shareholders to consider and vote upon the approval and adoption of (i) the Merger; (ii) the amendment to Embassy's Articles of Incorporation effectuating the Name Change and the authorization to issue the Preferred Stock; (iii) the 1997 Embassy Acquisition Corp. Stock Option Plan (the "Stock Option Plan"); and (iv) such other matters as shall properly come before the Meeting in connection with this Agreement. The approval and adoption of this Agreement and the Merger by the Board of Directors and the shareholders of Orthodontix in accordance with the laws of the State of Florida, which meeting Articles of Incorporation and Bylaws and the receipt of the approvals and consents referred to in Section 7.9 is a condition precedent to the undertaking and obligation of Embassy to mail its definitive Proxy Statement (as hereinafter defined) subject to, among other things, approval by the shareholders of Embassy to its shareholders and to hold the Meeting. The Board of Directors of Embassy shall be held no later than unanimously recommend that Embassy's shareholders vote to approve and adopt the Company’s annual meeting Merger, this Agreement and any other matters to be held submitted to Embassy's shareholders in 2011 (which shall be held no later than July 31connection therewith. Embassy shall, 2011) (the “Stockholder Meeting Deadline”))subject as aforesaid, a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ and secure from shareholders of Embassy such approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedadoption.

Appears in 1 contract

Samples: Agreement and Plan (Embassy Acquisition Corp)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall SAL xxall use its reasonable best diligent good faith efforts to solicit its stockholders’ approval and obtain, within ten (10) days after the execution of this Agreement, the affirmative vote or written consent of the Resolution (which efforts shall include, without limitation, holders of SAL Xxock as to the requirement to hire a reputable proxy solicitor) Merger and to cause this Agreement and the board of directors consummation of the Company to recommend transactions contemplated hereby. If SAL xxtains such consent and such consent is not unanimous, SAL xxall send notice promptly after the execution of this Agreement to the stockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, Stockholders in accordance with Section 2 228 of the WarrantsDGCL. The Board of Directors of SAL xxall recommend the Merger, be deemed this Agreement and the transactions contemplated hereby for approval and adoption by the Stockholders, and shall not subsequently amend, modify or withdraw such recommendation in any manner adverse to have issued JMAR. Prior to or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 at the time of the Warrants) less than the Exercise Price initial solicitation of the Series A Warrants at any time while any Stockholders, SAL xxall provide to the Stockholders an information statement (the "Information Statement") to be prepared by JMAR and SAL, xhich shall contain information provided by JMAR regarding itself (including financial statements), information provided by SAL xxgarding SAL (xncluding financial statements), a description of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares Merger and the Warrant Shares) be issuedmaterial terms of this Agreement, the recommendation of SAL's Board of Directors that stockholders vote for or be deemed grant their consent to be issued as the Merger and this Agreement and the consummation of the transactions contemplated hereby, for less than information provided by SAL xxgarding the fair market value United States federal income tax consequences of the Common Stock at Merger, information regarding dissenters' rights available to the time such Excluded Securities are so issued or are so deemed Stockholders under the DGCL, information provided by SAL xxgarding all material interests of the officers and directors of SAL xx the transactions contemplated hereby, and all other information required under the DGCL and applicable securities laws. Each of JMAR and SAL xxll reasonably cooperate with the other in connection with the preparation of the Information Statement, including furnishing all information concerning itself to the other as may be issued.reasonably requested in connection with the preparation

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jmar Technologies Inc)

Stockholder Approval. The If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the “New Principal Market”) and the issuance of the Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares, Warrant Shares and any Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no not later than 75 days after the Company’s annual meeting to be held in 2011 earlier of (which shall be held no later than July 31i) the New Principal Market indication of and (ii) the Company becoming aware of, 2011) any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Interest Shares or Warrant Shares (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a the form which has been previously reviewed by each of the Buyers and each Sxxxxxx Rxxx & Zxxxx LLP at the expense of their counselthe Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase resolutions providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock (the New Principal Market and such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) obtained or the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants Notes are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issuedlonger outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stinger Systems, Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held called as promptly as practicable after the date hereof, but in no event later than seventy-five (75) days after such date, or such later date as agreed by the Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) Company and the Required Holders (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed reasonably acceptable to the Subscribers after review by each Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Buyers and each of their counselCompany, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the “ResolutionResolutions”) providing for the issuance of all of the Warrant Shares and the other shares of Common Stock issuable to amend the Certificate holders of Incorporation to increase the Company’s authorized capital stock outstanding convertible notes (without regard to at least 501,000,000 but not more than 1,001,000,000 shares any limitation or restriction set forth therein) as described in the Transaction Documents in accordance with applicable law, the provisions of capital stock, at least 500,000,000 but not more than 1,000,000,000 the Company’s certificate of such shares being Common Stock incorporation and 1,000,000 bylaws and the rules and regulations of such shares being preferred stock the Principal Market without giving effect to the Exchange Cap provisions set forth in the Warrants (such affirmative approval approvals being referred to herein herein, collectively, as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such Resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the ResolutionResolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek use its reasonable best efforts to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall cause an additional Stockholder Meeting to be held every three times (3including its Annual Meeting) months thereafter during each 12 month period thereafter, provided that each such Stockholders Meeting shall be at least ninety (90) days after the immediately preceding Stockholders Meeting, until such the Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Subscription Agreement (Metalico Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote shall, at a its next regularly scheduled annual or special or annual meeting of stockholders of the Company (the “Stockholder Meeting”)stockholders, which meeting shall be held but in no later than the Company’s annual meeting to be held in 2011 (which shall be held no event later than July 3115, 2011) 2006 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed include proposals for stockholder approval (as required by each the applicable rules and regulations of the Buyers and each of their counselNational Market) with respect to the transactions contemplated by the Transaction Documents, soliciting each such stockholderincluding a proposal approving an amendment to the Company’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s number of authorized capital stock shares of Common Stock to at least 501,000,000 but not more than 1,001,000,000 50,000,000 (the “Amendment”), and a proposal approving the issuance of shares upon conversion of the Notes and exercise of the Warrants or as otherwise contemplated by the terms of the Notes and Warrants, in each case in excess of 19.99% of the Company’s outstanding shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 on the Closing Date (the “Issuance Approval” and, together with the approval of such shares being preferred stock (such affirmative approval being referred to herein as the Amendment, the “Stockholder Approval”), with the recommendation of the Company’s Board of Directors that such proposals be approved. The Company shall use its best efforts to solicit proxies from its stockholders in connection therewith and vote such proxies in favor of such proposals, and each of the parties identified on Schedule 4(s) hereto shall have entered into a voting agreement with the Company, substantially in the form of Exhibit H (the “Voting Agreements”), that obligates them to vote in favor of such proposals. To the extent the Company has the legal power, authority and capacity to do so, the Company shall cause the proxies named pursuant to the Voting Agreements to vote all securities subject to the Voting Agreements as directed in the proxies delivered pursuant to the Voting Agreements, and to the extent the Company does not have such legal power, authority and capacity, the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend proxies named pursuant to the stockholders that they approve Voting Agreements to vote all securities subject to the ResolutionVoting Agreements as directed in the proxies delivered pursuant to the Voting Agreements. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s best efforts If the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting stockholder meeting to be held every three (3) six months thereafter until such Stockholder Approval is obtained. Until Stockholder Approval is obtainedobtained or the Notes are no longer outstanding and, (i) in connection therewith, the Company shall not, directly or indirectly, issue or sell, or, in accordance otherwise comply with its obligations under this Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued4(s).

Appears in 1 contract

Samples: Securities Purchase Agreement (Nestor Inc)

Stockholder Approval. The Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held no later than the Company’s annual meeting to be held in 2011 (which shall be held no not later than July 3130, 2011) 2013 (the “Stockholder Meeting Deadline”)), a proxy statement, substantially in a form which has shall have been previously reviewed by each EGS, at the expense of the Buyers and each Company but in any event such expense not to exceed $5,000 without the prior written approval of their counsel, the Company; soliciting each such stockholder’s 's affirmative vote at the Stockholder Meeting for approval of a resolution resolutions (the ResolutionStockholder Resolutions”) to amend the Certificate of Incorporation to increase providing for the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares 's issuance of capital stock, at least 500,000,000 but not more than 1,000,000,000 all of such shares being Common Stock the Securities as described in the Transaction Documents in accordance with applicable law and 1,000,000 the rules and regulations of such shares being preferred stock the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) such resolutions and to cause the board Board of directors Directors of the Company to recommend to the stockholders that they approve the Resolutionsuch resolutions. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every once in each of the three (3) months subsequent calendar quarters thereafter until such Stockholder Approval is obtained. Until If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Securities Purchase Agreement (CorMedix Inc.)

Stockholder Approval. The Company and Investor agree that until the Company obtains the Requisite Stockholder Approval ( as defined below) of the issuance of the Pre-Funded Warrant Shares, no Pre-Funded Warrant Shares will be issued or delivered upon any proposed exercise of the Pre-Funded Warrant, and the Pre-Funded Warrant will not be exercisable to the extent, that such issuance, delivery, exercise or exercisability would result in the Investor or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owning in excess of nineteen and ninety-nine-one-hundredths percent (19.99%) of the then-outstanding Common Stock (the restrictions set forth in this sentence, the “Beneficial Ownership Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. “Requisite Stockholder Approval” means the stockholder approval contemplated by Rule 5635 of the Nasdaq Stock Market listing rules with respect to the issuance of Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrant in excess of the limitations imposed by such rule. The Company covenants, as soon as practicable following the date of this Agreement, that it shall provide each stockholder entitled to vote at a hold an annual or special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be held ) for the purpose of obtaining the Requisite Stockholder Approval in accordance with Rule 5635 of the Nasdaq Stock Market listing rules and to use its reasonable best efforts to hold such Stockholder Meeting no later than one hundred and twenty (120) days following the Company’s date of this Agreement (one hundred and fifty days (150) if the SEC reviews the proxy statement for the annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”or special meeting)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a resolution (the “Resolution”) to amend the Certificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000 but not more than 1,001,000,000 shares of capital stock, at least 500,000,000 but not more than 1,000,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval”), and the . The Company shall use its reasonable best efforts to solicit its stockholders’ approval of obtain the Resolution (which efforts Requisite Stockholder Approval and shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company Board to recommend to the stockholders stockholder that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadlinesuch matter. If, despite the Company’s reasonable best efforts the Requisite Stockholder Approval is not obtained effected on or prior to the Stockholder Meeting DeadlineMay 5, 2022, the Company shall cause an additional Stockholder Meeting to be held every three six (36) months thereafter until such Requisite Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Appears in 1 contract

Samples: Investment Agreement (Aravive, Inc.)

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