Alternative Condition definition
Alternative Condition shall be satisfied with respect to a Shareholder Proposal if the Company has determined not to seek approval of such proposal and the Company has received an opinion of counsel, which has not been withdrawn, to the effect that (I) the approval that is not being sought is not required for the Company to issue shares of Common Stock upon the conversion of the Series 3-A Preferred Stock pursuant to Article VII of the Certificate of Designation and upon the exercise of the Warrants pursuant to the terms of the Warrants, (II) such shares of Common Stock, upon issuance will be fully paid, validly issued and nonassessable, and (III) such issuance would not violate the rules or regulations of any securities exchange or market on which any of the Company's securities are then listed, if any.
Alternative Condition shall have the meaning set forth in Section 1.1 hereof. "Articles of Merger" shall have the meaning set forth in Section 2.3 hereof. "Bid" shall have the meaning set forth in Section 3.7 hereof. "Certificates" shall have the meaning set forth in Section 2.7 hereof. "Closing" shall have the meaning set forth in Section 2.2 hereof. "Closing Date" shall have the meaning set forth in Section 2.2 hereof. "Contracts" shall have the meaning set forth in Section 3.24 hereof. "Current Target Group" shall have the meaning set forth in Section 3.18 hereof. "Dissenting Shares" shall have the meaning set forth in Section 2.8 hereof.
Alternative Condition shall be satisfied with respect to a Shareholder Proposal if the Company has determined not to seek approval of such proposal and the Company has received an opinion of counsel, which has not been withdrawn, to the effect that (I) the approval that is not being sought