Common use of Additional Changes to Organizational Documents Clause in Contracts

Additional Changes to Organizational Documents. The Key Shareholder shall vote at a regular or special meeting of stockholders (or by written consent) all of the Shares held by the Key Shareholder, and the Company and the Key Shareholder shall otherwise take all actions necessary to ensure that at all times up to the time which is immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, the unanimous approval of the Board of Directors of the Company shall be required for any issuance by the Company of any new shares of capital stock of the Company or any instruments convertible into shares of capital stock of the Company (including any such issuance of shares of capital stock of the Company in connection with its first offering of Common Stock of the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended), including without limitation voting in favor of any amendment to the Certificate of Incorporation or Bylaws of the Company that may be necessary in order to effectively implement the requirements of this Section 6; provided, however, that the Parties acknowledge and agree that the termination of the above requirements as of immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall not occur until after the Board of Directors of the Company has already granted final approval of such first offering of Common Stock and the issuance of shares of Common Stock in connection therewith. The Key Shareholder shall vote at a regular or special meeting of stockholders (or by written consent) all of the Shares held by the Key Shareholder, and the Company and the Key Shareholder shall otherwise take all actions necessary, at all times up to the time which is immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, to ensure that any change or amendment to the organizational documents of the Company providing for the removal of the requirements in the immediately preceding sentence shall require either (i) the unanimous approval of the members of the Board of Directors or (ii) approval of the holders of at least a majority of the outstanding shares of capital stock of the Company; provided, however, that the Parties acknowledge and agree that the termination of the above requirements as of immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall not occur until after the Board of Directors of the Company has already granted final approval of such first offering of Common Stock and the issuance of shares of Common Stock in connection therewith. The Key Shareholder further agrees that the Key Shareholder shall not vote at any regular or special meeting of stockholders (or by written consent) in favor of any amendment or change to any of the organizational documents of the Company that seeks to remove any of the requirements of this Section 6. The Company and the Key Shareholder further agree to take any and all other actions that may be necessary under applicable law in order to implement the requirements of this Section 6, including without limitation calling any special meetings of the shareholders and/or Board of Directors and/or entering into written consents of the shareholders and/or Board of Directors as necessary under applicable law in order to effectively implement the requirements of this Section 6. The Company and the Key Shareholder warrant and agree that the requirements set forth above in this Section 6 shall be implemented as soon as reasonably and practically possible following the Company’s next AGM, provided, however, that the requirements set forth above in this Section 3 shall be implemented by no later than thirty (30) calendar days following such AGM.

Additional Changes to Organizational Documents. The Key Shareholder shall Shareholders agree to vote at a regular or special meeting of stockholders (or by written consent) all such shares of Common Stock or Preferred Stock of the Shares held by Company that the Key Shareholder, and the Company and Shareholders own (or as to which the Key Shareholders have voting power) (the “Key Shareholder shall otherwise Shares”) and take any and all actions necessary to ensure that other actions, at all times up to the time which is immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, that may be necessary under applicable law to implement the changes to the organizational documents of the Company set forth in Section 6 of the Voting Agreement (a) requiring unanimous approval of the members of the Board of Directors of the Company shall be required for any new issuance by the Company of any new shares of capital stock of the Company or any instruments convertible into shares of capital stock of the Company (including any such issuance of shares of capital stock of the Company in connection with its first offering of Common Stock of the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended), including without limitation voting in favor of ) and (b) providing that any change or amendment to the Certificate of Incorporation or Bylaws organizational documents of the Company that may be necessary in order to effectively implement providing for the removal of the requirements in subsection (a) above shall require either (i) the unanimous approval of this Section 6the members of the Board of Directors or (ii) approval of the holders of at least a majority of the outstanding shares of capital stock of the Company; provided, however, that once the changes to the organizational documents of the Company described in subsections (a) and (b) above have been fully implemented, the obligations of the Key Shareholders under this Section 3 shall terminate and be of no further force or effect; and further provided that the Parties acknowledge and agree that the termination of the above requirements as of immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall not occur until after the Board of Directors of the Company has already granted final approval of such first offering of Common Stock and the issuance of shares of Common Stock in connection therewith. The Key Shareholder shall vote at a regular or special meeting of stockholders (or by written consent) all of the Shares held by the Key Shareholder, and the Company and the Key Shareholder shall otherwise take all actions necessary, at all times up to the time which is immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, to ensure that any change or amendment to the organizational documents of the Company providing for the removal of the requirements in the immediately preceding sentence shall require either (i) the unanimous approval of the members of the Board of Directors or (ii) approval of the holders of at least a majority of the outstanding shares of capital stock of the Company; provided, however, that the Parties acknowledge and agree that the termination of the above requirements as of immediately prior to the issuance of capital stock of the Company in connection with its first offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall not occur until after the Board of Directors of the Company has already granted final approval of such first offering of Common Stock and the issuance of shares of Common Stock in connection therewith. The Key Shareholder further agrees that the Key Shareholder shall not vote at any regular or special meeting of stockholders (or by written consent) in favor of any amendment or change to any of the organizational documents of the Company that seeks to remove any of the requirements of this Section 6. The Company and the Key Shareholder Shareholders further agree to take any and all other actions that may be necessary under applicable law in order to implement the requirements of this Section 63, including without limitation calling any special meetings of the shareholders and/or Board of Directors and/or entering into written consents of the shareholders and/or Board of Directors as necessary under applicable law in order to effectively implement the requirements of this Section 63. The Company and the Key Shareholder Shareholders warrant and agree that the requirements set forth above in this Section 6 3 shall be implemented as soon as reasonably and practically possible following the Company’s next AGM, provided, however, that the requirements set forth above in this Section 3 shall be implemented by no later than thirty (30) calendar days following such AGM.