Applicability of Charter Provisions. Each of the Company and the Purchasers agree and acknowledge that (a) the issuance of the Senior Notes and the Warrants is subject to Article Fourth, Section B.3(d)(iii)(D) of the Charter, (b) holders of more than fifty percent (50%) of the outstanding shares of Series C Convertible Preferred Stock and Series B Convertible Preferred Stock, voting together as a single class on an as-converted basis, have not waived the applicability of Article Fourth, Section B.3(d)(iii)(D) of the Charter with respect to the issuance of the Senior Notes and the Warrants, (c) one or more holders of the shares of Series A-1 Convertible Preferred Stock or more than 400,000 shares of Series B Convertible Preferred Stock or Series C Convertible Preferred Stock outstanding as of the date hereof will acquire at least its Pro Rata Share of the Available Additional Shares (as defined in the Charter) of the Senior Notes and the Warrants to be issued pursuant to this Agreement and (d) the Board of Directors of the Company (the “Board”) (including at least three of the five directors elected by the holders of the Convertible Preferred Stock (as defined in the Charter)) have allocated Senior Notes and Warrants to the holders of at least 75,000 shares of Series A-1 Convertible Preferred Stock, holders of at least 400,000 shares of Series C Convertible Preferred Stock and holders at least 400,000 shares of Series B Convertible Preferred Stock (other than CII and Radius, as such terms are defined in the Charter) as set forth on Schedule 1.03. In connection with the foregoing, in the event that any stockholder set forth on Schedule 1.03 hereto, together with its affiliates (as defined in the Charter and including any funds under common management), fails to purchase all of its Pro Rata Share of the Available Additional Shares of the Senior Notes and the Warrants (each as set forth opposite the name of such Purchaser on Schedule 1.03 hereto), such stockholder shall be subject to Article Fourth, Section B.3(d)(iii)(D) of the Charter.
Applicability of Charter Provisions. 5.1 Xxxxx and the Company agree that, in lieu of the applicable provisions of Section 9.3 of the Articles, by which Xxxxx, as a Beneficial Owner or Constructive Owner of Equity Stock, would otherwise be bound, the parties hereto agree to provide the following information:
Applicability of Charter Provisions. 5.1 CIO OP and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, by which CIO OP would otherwise be bound upon the exchange the its OP Units for Company Common Stock, the parties hereto agree to provide the following information:
Applicability of Charter Provisions. 3.1 Ameritech and the Company agree that, in lieu of the provisions of paragraphs 5.3.3(a) and 5.3.3(b) of the Articles, by which Ameritech, as an Excepted Holder, would otherwise be bound, Ameritech will be bound by the provisions set forth in Section 1.2 and Section 1.6 above as if they were set forth in the Articles.
Applicability of Charter Provisions. 5.1 CIO REIT and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, the parties hereto agree to provide the following information:
Applicability of Charter Provisions. 5.1 SCLP and the Company agree that, in addition to the applicable provisions of Section 7.2.4 of the Charter, by which SCLP would otherwise be bound upon the exchange the its OP Units for Company Common Stock, the parties hereto agree to provide the following information:
Applicability of Charter Provisions. 3.1 Investor and the Company agree that, in lieu of the provisions of paragraphs 5.3.3(a) and 5.3.3(b) of the Articles, by which Investor, as an Excepted Holder, would otherwise be bound, Investor will be bound by the provisions set forth in Section 1.3 and Section 1.6 above as if they were set forth in the Articles.
