Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrants due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's restated certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Debentures and the Warrants) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan, (iii) 200% of the number of Underlying Shares as would then be issuable upon a conversion in full of the then outstanding Debentures and as payment of all future interest thereon in shares of common Stock in accordance with the terms of this Agreement and the Debentures and (iv) such number of Underlying Shares as would then be issuable upon the exercise in full of the warrants. In connection therewith, the Board of Directors shall (x) adopt proper resolutions authorizing such increase, (y) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (z) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.
Increase in Authorized Shares. At such time as the Company would be, if a notice of conversion or exercise (as the case may be) were to be delivered on such date, precluded from (a) converting the full outstanding principal amount of Debentures (and paying any accrued but unpaid interest in respect thereof in shares of Common Stock) that remain unconverted at such date or (b) honoring the exercise in full of the Warrant due to the unavailability of a sufficient number of shares of authorized but unissued or re-acquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 30 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least such number of shares as reasonably requested by the Purchaser in order to provide for such number of authorized and unissued shares of Common Stock to enable the Company to comply with its conversion, exercise and reservation of shares obligations as set forth in this Agreement, the Debentures and the Warrant. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.
Increase in Authorized Shares. In the event that a Fund that is a Maryland corporation increases its shares, the Fund shall make available to DST, upon request, a true and correct copy of the Charter document authorizing the increase of shares and, upon DST’s reasonable request and consistent with Section 1.B.5, any opinion of counsel that the Fund has obtained in connection with such increase.
Increase in Authorized Shares. At such time as the Company would be, if a notice of exercise were to be delivered on such date, precluded from honoring the exercise in full of the Warrant, due to the unavailability of a sufficient number of shares of authorized but unissued or reacquired Common Stock, the Board of Directors of the Company shall promptly (and in any case within 45 Business Days from such date) prepare and mail to the shareholders of the Company proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options and convertible securities (other than the Warrant) and on account of all shares reserved under any stock option, stock purchase, warrant or similar plan and (iii) such number of Underlying Shares as would then be issuable upon the exercise in full of the Warrant. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 60th day after delivery of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.
Increase in Authorized Shares. Subject to the terms hereof, at the ----------------------------- Acquiror Stockholders' Meeting, Acquiror shall propose and recommend that its Certificate of Incorporation be amended to increase the authorized number of shares of Common Stock thereunder to at least 110,000,000 shares, provided that Acquiror may propose and recommend an increase of such lesser number as in good faith it determines (provided that, subject to the terms hereof, such lesser number is not less -------- than the number required to issue shares by virtue of the Merger and the other transactions contemplated hereby).
Increase in Authorized Shares. (a) The Company shall as soon as possible and, in any event no later than 90 days following the Closing Date, amend its articles of incorporation in order to increase the number of authorized and available shares of Common Stock to a minimum of 75,000,000 shares of Common Stock.
Increase in Authorized Shares. As such time as the Company would be, if all outstanding Shares were immediately converted, precluded from honoring the conversion of the Shares in full due to the unavailability of a sufficient number of shares of authorized but unissued Common Stock, the Board of Directors of the Company shall promptly (an in any case within 90 days from such date) hold a shareholders meeting in which the shareholders would vote to amend the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options, and convertible securities (other than the Shares) and on account of all shares reserved under any stock option, stock purchase, or similar plan, and (iii) such number of Conversion Shares as would then be issuable upon conversion of all outstanding Shares.
Increase in Authorized Shares. At any such time as the Company would be, if (with respect to the Shares) a notice of conversion or (with respect to the Warrant) form of election to purchase were to be delivered on such date, precluded from converting at least 135% of the full number of Shares that remain unconverted or from exercising the entire Warrant at such date (the "Overflow Date"), as the case may be, due to the unavailability of authorized but unissued or re-acquired Common Stock the Board of Directors of the Company shall promptly (and in any case within 14 Business Days from such date) cause to be prepared and filed with the SEC and mailed to the shareholders of the Company within seven (7) Business Days after clearance by the SEC or 15 days after filing with the SEC in the event the SEC has not commented on such filing, proxy materials requesting authorization to amend the Company's certificate of incorporation to increase the number of shares of Common Stock which the Company is authorized to issue at least to such number of shares of Common Stock as would be necessary or to promptly effect a reverse stock split so that it can satisfy its conversion and exercise obligations in accordance with the Certificate of Designation and Warrant. In connection with an increase in the number of Shares, the Board of Directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the shareholders no later than the 40th day after mailing of the proxy materials relating to such meeting) and (c) within 5 Business Days of obtaining such shareholder authorization, file an appropriate amendment to the Company's certificate of incorporation to evidence such increase.
Increase in Authorized Shares. The Company hereby agrees that it will (a) file an information statement with the SEC with respect to the increase in its authorized shares described in Section 4.4 hereof within ten (10) business days after the Initial Closing; (b) mail such information statement to its stockholders five (5) days after clearance by the SEC; (c) file an amendment to its certificate of incorporation effecting such increase twenty (20) days after the date of such mailing; and (d) immediately thereafter reserve for issuance a sufficient number of shares to provide for conversion of the Notes pursuant to Section 6 thereof (assuming a lowest possible conversion price of $.05 per share).
Increase in Authorized Shares. Not later than ninety (90) days following the Closing Date, the Company shall file an amendment to the Articles with the Nevada Secretary of State to effect an increase in the number of its authorized shares of Common Stock to at least a number of shares of Common Stock sufficient to reserve one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding (the "Charter Amendment"). In the event that the Authorized Share Increase has not been effected within ninety (90) days following the Closing Date, the term of each series of Warrant issued pursuant to this Agreement shall be automatically extended for a period of one (1) year (and the Company shall promptly issue to each Purchaser new Warrants evidencing the extension of such Warrant term) and each Purchaser shall have the right to redeem any Preferred Shares then held by it in accordance with the terms of the Certificate of Designation.
