Increase in Authorized Common Stock. The Company’s Certificate of Incorporation shall have been amended to effect the Authorized Capital Increase.
Increase in Authorized Common Stock. As soon as reasonably practicable after the date of this Agreement, Ocean shall take all actions necessary to amend its Articles of Incorporation to increase its authorized common stock to at least 25,000,000 shares.
Increase in Authorized Common Stock. Promptly following the Original Issue Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (which may be its annual meeting) (the “Stockholders Meeting”), which shall occur not later than August 15, 2011, for the purpose of seeking approval of the Company’s stockholders to amend the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized Common Stock from 90,000,000 shares to not less than 150,000,000 shares (the “Increased Shares Amendment”). In connection therewith, the Company will as soon as reasonably practicable after the Original Issue Date 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 sent to the stockholders of the Company in 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 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 its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Xxxx Capital Partners, LLC (“Xxxx”) thereof. The Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Increased Shares Amendment at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring ...
Increase in Authorized Common Stock. The Company agrees to call a special meeting of shareholders (which may also be at the annual meeting of shareholders) within 90 calendar days of the date hereof for the purpose of obtaining Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal is approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Authorized Share Approval at the first meeting, the Company shall call a meeting every 4 months thereafter to seek Authorized Share Approval until the earlier of the date Authorized Share Approval is obtained or the date on which no Warrants remain outstanding. The Company shall notify the Purchasers promptly upon receipt of Authorized Share Approval.
Increase in Authorized Common Stock. If Acquisition exercises the Percentage Increase Option and the number of shares of Common Stock it is to purchase upon exercise exceeds the number of shares of authorized Common Stock that at the time of exercise are not outstanding or reserved for issuance upon exercise of outstanding options or warrants or conversion of outstanding convertible securities, the Board of Directors will, as promptly as practicable after Acquisition exercises the Percentage Increase Option, increase the number of shares of Common Stock the Company is authorized to issue to a number that is sufficient to enable the Company to issue to Acquisition all the shares of Common Stock Acquisition is to purchase as a result of exercise of the Percentage Increase Option.
Increase in Authorized Common Stock. Effective as of the Closing Date, the Company shall use its best efforts to take all necessary action to call a shareholders meeting and increase its authorized but unissued Common Stock as soon as practicable.
Increase in Authorized Common Stock. At any time following the date of this Amendment, if it is determined that the Company’s authorized capital stock is insufficient to satisfy the obligations under the Agreement (as amended), including the purchase of the Units, as soon as practicable following the date of such determination, the Company shall use its best efforts to file an amendment to its certificate of incorporation to increase the total authorized shares of common stock of the Company such that the Company is able to satisfy all obligations under the Agreement (as amended).
Increase in Authorized Common Stock. Within forty five (45) ------------------------------------ days of the Closing, the Company shall amend its Certificate of Incorporation to increase its authorized Common Stock in sufficient amounts to reserve a number of its authorized but unissued shares of Common Stock equal to one hundred twenty five percent (125%) of the aggregate number of shares of Common Stock needed to effect: (a) the conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock issued pursuant to this Agreement; and (b) the exercise of the Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrant, and any warrants that may be issued to Midtown Partners & Co., LLC as payment for investment banking fees. Once the Certificate of Incorporation is amended to increase the Company's authorized Common Stock as required in the immediately preceding sentence, the Company shall immediately authorize and reserve, and hereby covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred twenty five percent (125%) of the aggregate number of shares of Common Stock needed to effect: (a) the conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock issued pursuant to this Agreement; and (b) the exercise of the Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrant, and any warrants that may be issued to Midtown Partners & Co., LLC as payment for investment banking fees.
Increase in Authorized Common Stock. (a) The Company will take all action necessary to call, hold and convene a meeting (the “Stockholders’ Meeting”) of its stockholders following the Closing Date for the purposes of obtaining the approval (the “Stockholders Approval”) of the Company’s stockholders of an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Company’s Charter”), to increase the number of shares of Common Stock authorized for issuance by the Company under the Company’s Charter to such amount as shall be determined by the Company’s board of directors, in its sole discretion, which amount shall exceed the amount necessary to cover the issuance of all Conversion Shares and Common Warrant Shares issuable in the Offering. The Company shall file preliminary and definitive proxy statements for the Stockholders’ Meeting with the SEC as promptly as reasonably practicable following the Closing Date and shall use its reasonable efforts to hold the Stockholders’ Meeting within 60 days of the filing of the definitive proxy statement. The Company shall solicit proxies from the stockholders to obtain the Stockholders Approval and, consistent with its fiduciary duties, use its reasonable efforts to secure the requisite stockholder vote at the Stockholders’ Meeting. After the Closing Date, the Company shall establish a record date for, call, give notice of, convene and hold the Stockholders’ Meeting for the purpose of obtaining the Stockholders Approval in accordance with applicable law.
Increase in Authorized Common Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Founders agree to vote or act with respect to the Founders' Shares so as to increase the Company's authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including without limitation, voting in favor of any necessary amendment to the Company's Certificate of Incorporation.
