Additional Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the date of the conversion of the Series A Preferred Stock of the Company into Common Stock, but in no event later than the date that is twenty (20) calendar days after the Closing Date, an information statement (the “Additional Information Statement”), in a form reasonably acceptable to the Buyers and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company, in form and substance reasonably satisfactory to the Buyers, approving the authorized share resolutions (the “Additional Resolutions” and collectively with the Transaction Resolutions, the “Resolutions”) that approve (x) the increase in the authorized shares of Common Stock of the Company from 225,000,000 shares to a number of shares of Common Stock that is no less than such number of shares of Common Stock that would permit the Company to reserve as of the date hereof from the authorized shares of Common Stock of the Company the Required Registration Amount (as defined in the Registration Rights Agreement) of Common Stock of the Company, (y) the amendment of the Certificate of Incorporation of the Company to provide that the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the outstanding voting securities of the Company, in accordance with applicable law and the rules and regulations of the Principal Market (the occurrence of (x) and (y), the (“Authorized Share Increase Event”), and (z) the amendment of the Certificate of Incorporation of the Company to eliminate Article VII thereof. 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 “Additional Stockholder Meeting”), which shall be called as promptly as practicable after the date of the conversion of the Series A Preferred Stock of the Company into Common Stock, but in no event later than April 30, 2007 (the “Additional Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for approval of, to the extent not previously ad...
Additional Stockholder Approval. “Additional Stockholder Approval” shall have the meaning set forth in Section 6.3.
Additional Stockholder Approval. Immediately prior to the consummation of any Liquidity Event that would constitute a change in control or effective control of the Issuer or a change in ownership of a substantial portion of the assets of the Issuer, each party agrees that, upon the request of the Issuer, such party will vote all of the Common Shares then held by such party to adopt a stockholder resolution authorizing and approving in all respects any payment in the nature of compensation to any employee of the Issuer arising under any of the Option Plans, Employment Agreements, Severance Protection Agreements, the Shareholders Agreement and/or the Surviving Shareholders Agreement, as such agreements may be hereafter amended. This Section 5 shall terminate upon the consummation of the IPO.
Additional Stockholder Approval. (a) In addition to the stockholder approval required under Section 5.10, the parties further acknowledge that the rules of the Nasdaq Stock Market require the approval of the stockholders of the Company with respect to the issuance of shares of Common Stock to any Purchasers who are officers, directors, employees or consultants of the Company (the "INSIDE PURCHASERS") upon the conversion or exercise of the Purchased Securities. Accordingly, each of the Inside Purchasers hereby agrees not to convert or exercise any of the Purchased Securities acquired by such Inside Purchaser unless and until such issuance is approved by the stockholders of the Company in accordance with the rules of the Nasdaq Stock Market. The Company agrees to solicit such stockholder approval in connection with its next stockholders meeting. Each of the Purchasers hereby agrees to vote any and all securities of the Company owned by such Purchaser and entitled to vote on the issue in favor of the issuance of Common Stock to the Inside Purchasers upon conversion or exercise of the Purchased Securities. The Inside Purchasers acknowledge and agree that if such stockholder approval is not obtained, they will not be entitled to acquire any of the Conversion Shares or any of the Warrant Shares which will adversely effect the value of the Securities they are purchasing under hereunder. All of the Purchasers acknowledge and agree that the Series C Preferred Stock will not be entitled to vote in connection with the foregoing stockholder approval.
Additional Stockholder Approval. The Company shall promptly submit for approval by the Company Stockholders (in a manner satisfactory to Parent), by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code (“Potential 280G Benefits”), such that all such Potential 280G Benefits shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that (A) a Company Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Stockholder approval was obtained with respect to the Potential 280G Benefits that were subject to the Company Shareholder vote (the “280G Approval”) or (B) that the 280G Approval was not obtained and as a consequence, that such Potential 280G Benefits shall not be made or provided, pursuant to the waivers of those Potential 280G Benefits which were executed by the affected individuals prior to the date of the Company Stockholder vote.
Additional Stockholder Approval. If the vesting provisions in Exhibit A of this Agreement and the other Restricted Stock Unit Agreements entered into by the Company under the Plan and the Bonus Program (the “Other Agreements”), whether entered into before or after the date of this Agreement, would result in the vesting of a number of Restricted Stock Units and the subsequent issuance of a number of shares of Common Stock in excess of what has been authorized under the Plan, after taking into account all options under stock option agreements under the Plan and all restricted stock agreements under the Plan outstanding as of the proposed vesting date, the maximum number of Restricted Stock Units that may vest hereunder and under the Other Agreements shall be reduced on a pro rata basis by the Committee in its discretion so as not to exceed the remaining shares of Common Stock available under the Plan, unless and until the Company has received the approval of its stockholders to amend the Plan to add a sufficient number of shares of Common Stock to the Plan to cover the maximum amount of shares that could vest under this Agreement and the Other Agreements. If a Grantee or a grantee under an Other Agreement elects to have Restricted Stock Units credited under the Company’s Non-Qualified Deferred Compensation Plan, such credits shall be considered grants under Other Agreements for purposes of this Agreement.
Additional Stockholder Approval. Either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Additional 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 an information statement with respect thereto, which shall be effective no later than January 31, 2024 (the “Additional Stockholder Approval Deadline”) or (y) provide each
