Common use of Additional Stockholder Approval Clause in Contracts

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 adopted, the Additional Resolutions (such affirmative approval being referred to herein as the “Additional Stockholder Approval” and the date such approval is obtained, the “Additional Stockholder Approval Date” and the Additional Stockholder Approval and the Transaction Stockholder Approval are collectively referred to as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such Additional Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Additional Resolutions. The Company shall be obligated to seek to obtain the Additional Stockholder Approval by the Additional Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Additional Stockholder Approval is not obtained on or prior to the Additional Stockholder Meeting Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Additional Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Additional Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Additional Resolutions at any such Additional Stockholder Meeting and the Additional Stockholder Approval is not obtained, the Company shall cause an additional Additional Stockholder Meeting to be held each calendar quarter thereafter until such Additional Stockholder Approval is obtained.

Additional Stockholder Approval. The Either (x) if the Company shall prepare and file with have obtained the SEC, as promptly as practicable after the date prior written consent 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 requisite stockholders (the “Stockholder Consent”) to obtain the Additional Information Statement”Stockholder Approval (as defined below), 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 inform the stockholders of the Company of the receipt of the consents of Stockholder Consent by preparing and filing with the holders of a majority of the outstanding voting securities of the CompanySEC an information statement with respect thereto, in form and substance reasonably satisfactory to the Buyerswhich shall be effective no later than January 31, approving the authorized share resolutions 2024 (the “Additional Resolutions” and collectively with the Transaction Resolutions, the “ResolutionsStockholder Approval Deadline”) 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, or (y) the amendment of the Certificate of Incorporation of the Company provide each stockholder entitled 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 at a special or annual meeting of the stockholders of the Company (the “Additional Stockholder Meeting”), which shall be promptly called as promptly as practicable after and held not later than the date Additional Stockholder Approval Deadline, a proxy statement in a form reasonably acceptable to the Investor and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the conversion Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $[ ]. The proxy statement shall solicit each 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 Company’s stockholder’s affirmative vote at the Additional Stockholder Meeting for approval of, of resolutions (“Additional Stockholder Resolutions”) providing for (x) the approval of the issuance of such portion of the Securities issued or issuable solely with respect to an Additional Closing in compliance with the extent not previously adopted, rules and regulations of the Additional Resolutions Principal Market (without regard to any limitations on conversion set forth in the applicable Notes) and (y) the increase of the authorized shares of the Company from 1,250,000,000 to 2,000,000,000 (such affirmative approval (either by an effective Written Consent or affirmative vote at an Additional Stockholder Meeting, being referred to herein as the “Additional Stockholder Approval” ”, and the date such approval Additional Stockholder Approval is obtained, the “Additional Stockholder Approval Date” and the Additional Stockholder Approval and the Transaction Stockholder Approval are collectively referred to as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such Additional Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Additional Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Additional Stockholder Approval by the Additional Stockholder Meeting Approval Deadline. If, despite the Company’s reasonable best efforts, efforts the Additional Stockholder Approval is not obtained on or prior to the Additional Stockholder Meeting Approval Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held every six (6) month period thereafter until on or prior to March 31, 2024. If, despite the second anniversary of the Closing Date, whereafter such Additional Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Additional Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Additional Resolutions at any such Additional Stockholder Meeting and Company’s reasonable best efforts the Additional Stockholder Approval is not obtainedobtained after such subsequent stockholder meetings, the Company shall cause an additional Additional Stockholder Meeting to be held each calendar quarter semi-annually thereafter until such Additional Stockholder Approval is obtained.

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 (20a) 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 stockholder approval required by applicable law, rule or regulationunder Section 5.10, the Company shall prepare and file with parties further acknowledge that the SEC a preliminary proxy statement with respect to a special or annual meeting rules of the Nasdaq Stock Market require the approval of the stockholders of the Company (with respect to the “Additional Stockholder Meeting”)issuance of shares of Common Stock to any Purchasers who are officers, which shall be called as promptly as practicable after the date of the conversion of the Series A Preferred Stock directors, employees or consultants of the Company into Common Stock, but in no event later than April 30, 2007 (the “Additional Stockholder Meeting Deadline”"INSIDE PURCHASERS") soliciting 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 stockholder’s affirmative vote for approval of, to Inside Purchaser unless and until such issuance is approved by the extent not previously adopted, the Additional Resolutions (such affirmative approval being referred to herein as the “Additional Stockholder Approval” and the date such approval is obtained, the “Additional Stockholder Approval Date” and the Additional Stockholder Approval and the Transaction Stockholder Approval are collectively referred to as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such Additional Resolutions and to cause the Board of Directors stockholders of the Company to recommend to in accordance with the stockholders that they approve rules of the Additional ResolutionsNasdaq Stock Market. The Company shall 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 obligated entitled to seek 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 obtain vote in connection with the Additional Stockholder Approval by foregoing stockholder approval. (b) In the Additional Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Additional Stockholder Approval event stockholder approval under this Section 5.11 is not obtained on or prior to at the Additional Stockholder Meeting DeadlineCompany's next stockholders meeting, the Company shall cause an additional Additional Stockholder Meeting and the Inside Purchasers agree that they will exchange the Series C Preferred and Warrants purchased hereunder by the Inside Purchasers for a new series of preferred stock (the "NEW PREFERRED") and new common stock purchase warrants (the "NEW WARRANTS"), the terms of which will be identical to the Series C Preferred and the Warrants except that the conversion ratio for the New Preferred will be held every six (6) month period thereafter until based upon a price per share of $4.25 instead of $4.00 under the second anniversary Series C Preferred and the exercise price per share of the Closing Date, whereafter such Additional Stockholder Meeting shall only New Warrants will be required to occur at $4.25 instead of $4.00 for the annual meeting Warrants. The parties acknowledge and agree that $4.25 per share is in excess of the Company held that year last bid price per share for the Common Stock on the Nasdaq Stock Market the last business day before the Purchase Agreement was first signed. The Inside Purchasers shall not receive any benefit in such exchange which is not also received by the other Purchasers pursuant to the terms of this Agreement and each year thereafter until Additional Stockholder Approval is obtainedthe terms of the Securities. Without limiting the generality of the preceding sentence, provided the Inside Purchasers acknowledge and agree that if the Board does not recommend to the stockholders that they approve the Additional Resolutions at any such Additional Stockholder Meeting and the Additional Stockholder Approval under Section 5.10 is not obtained, the Company shall cause an additional Additional Stockholder Meeting New Preferred and New Warrants will be subject to be held each calendar quarter thereafter until such Additional Stockholder Approval is obtainedand restricted by the Common Stock Cap in the same manner as the Series C Preferred and the Warrants." 2. AMENDMENT OF SECTION 2.2

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, provide each stockholder entitled to vote at 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 annual 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 promptly 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 and held not later than April May 30, 2007 2021 (the “Additional Stockholder Meeting Deadline”) ), a proxy statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Additional Stockholder Meeting for approval ofof resolutions (“Additional Stockholder Resolutions”) the issuance of the Excess Additional Notes, to the extent not previously adoptedConversion Shares with respect thereto, the Additional Resolutions Warrants and the Additional Warrant Shares, in each case, in compliance with the rules and regulations of the Principal Market (such affirmative approval being referred without regard to herein any limitations on conversion or exercise, as applicable, with respect thereto) (the “Additional Stockholder Approval” ”, and the date such approval the Additional Stockholder Approval is obtained, the “Additional Stockholder Approval Date” and the Additional Stockholder Approval and the Transaction Stockholder Approval are collectively referred to as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such Additional Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Additional Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Additional Stockholder Approval by the Additional Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts, efforts the Additional Stockholder Approval is not obtained on or prior to the Additional Stockholder Meeting Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held every six (6) month period thereafter until on or prior to July 31, 2021. If, despite the second anniversary of the Closing Date, whereafter such Additional Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Additional Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Additional Resolutions at any such Additional Stockholder Meeting and Company's reasonable best efforts the Additional Stockholder Approval is not obtainedobtained after such subsequent stockholder meetings, the Company shall cause an additional Additional Stockholder Meeting to be held each calendar quarter semi-annually thereafter until such Additional Stockholder Approval is obtained. The Excess Additional Note and the Additional Warrant shall contain provisions to reflect that the Company shall not issue any shares of Common Stock as payment of, or upon conversion of, the Excess Additional Notes, and the Additional Warrants shall not be exercisable, until such time as the Company shall have obtained the Additional Stockholder Approval.

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”"ADDITIONAL INFORMATION STATEMENT"), in a form reasonably acceptable to the Buyers and Xxxxxxx Xxxx Schulte Roth & Xxxxx LLPXxxxl XXX, at the ax xxx 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” "ADDITIONAL RESOLUTIONS" and collectively with the Transaction Resolutions, the “Resolutions”"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”"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 "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”"ADDITIONAL STOCKHOLDER MEETING DEADLINE") soliciting each such stockholder’s 's affirmative vote for approval of, to the extent not previously adopted, the Additional Resolutions (such affirmative approval being referred to herein as the “Additional Stockholder Approval” "ADDITIONAL STOCKHOLDER APPROVAL" and the date such approval is obtained, the “Additional Stockholder Approval Date” "ADDITIONAL STOCKHOLDER APPROVAL DATE" and the Additional Stockholder Approval and the Transaction Stockholder Approval are collectively referred to as the “Stockholder Approval”"STOCKHOLDER APPROVAL"), and the Company shall use its reasonable best efforts to solicit its stockholders’ ' approval of such Additional Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Additional Resolutions. The Company shall be obligated to seek to obtain the Additional Stockholder Approval by the Additional Stockholder Meeting Deadline. If, despite the Company’s 's reasonable best efforts, the Additional Stockholder Approval is not obtained on or prior to the Additional Stockholder Meeting Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Additional Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Additional Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Additional Resolutions at any such Additional Stockholder Meeting and the Additional Stockholder Approval is not obtained, the Company shall cause an additional Additional Stockholder Meeting to be held each calendar quarter thereafter until such Additional Stockholder Approval is obtained.