Amendment of Parent Certificate of Incorporation. As promptly as practicable following the Closing Date, the Parent shall prepare (i) an amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect reverse stock split of the outstanding Parent Common Stock and to increase the authorized Parent Common Stock to accommodate the conversion of all outstanding Preferred Stock into Common Stock (the “Recapitalization”), and (ii) a proxy statement or information statement submitting the Recapitalization to a vote or written consent of the Parent’s stockholders (the “Proxy Statement”). In connection with the Charter Amendment and the Recapitalization, all outstanding shares of Parent Preferred Stock shall be mandatorily converted into Parent Common Stock in accordance with their terms. The Parent, acting through the Parent Board, shall include a recommendation in the Proxy Statement that the Parent stockholders approve the Charter Amendment and the Recapitalization. The Parent shall promptly file the Proxy Statement with the SEC and use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. Thereafter, the Parent shall promptly cause the Proxy Statement in definitive form to be mailed to the Parent stockholders and, in accordance with applicable law and the Parent’s bylaws, duly convene a meeting of the Parent’s stockholders or procure the written consent of the Parent stockholders, for the purpose of approving the Charter Amendment and the Recapitalization.
Amendment of Parent Certificate of Incorporation. The Parent Charter Amendment shall have been filed with the Secretary of State of Delaware and become effective.
Amendment of Parent Certificate of Incorporation. The Parent shall have filed an Amendment to the Parent Certificate of Incorporation with the Office of the Delaware Secretary of State in order to effectuate the Common Stock Increase and Staggered Board, and such Amendment shall have been accepted by such office.
