Approval of Certain Issuances and Charter Amendment. Each Stockholder shall, as directed from time to time by the Corporation, in his, her or its capacity as a holder of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and/or Series A-3 Preferred Stock (and all shares of Common Stock issuable upon conversion thereof), (i) approve of, pursuant to Section 7(e)(ii)(g) of the Series A-1 Certificate, the issuance of any shares of Common Stock (as such term is used in Section 7(e)(i) of the Series A-1 Certificate) or other securities of the Corporation for a consideration per share equal to or greater than $6.142 (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock that becomes effective after the date of this Agreement) (a “Specified Issuance”), with such approval expressly waiving the application of the anti-dilution provisions of Section 7 of the Series A-1 Certificate as a result of such Specified Issuance and (ii) approve an amendment (the “Charter Amendment”) to the Series A-1 Certificate to state as the Conversion Price (as defined in the Series A-1 Certificate) of each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, the adjusted Conversion Price of each such series (the “Adjusted Conversion Price”) after giving effect to the adjustment contemplated by (x) Section 7(e) of the Series A-1 Certificate as a result of the issuance of the shares of Series B Preferred Stock and Warrants issued pursuant to the Stock Purchase Agreement and (y) the terms of the following sentence. The Charter Amendment shall state the Adjusted Conversion Price as it would be calculated assuming that the issuances of all shares of Series B Preferred Stock and Warrants issued pursuant to the Stock Purchase Agreement occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances under the Stock Purchase Agreement). In connection with any Specified Issuance, the Corporation shall give written instructions to each Series A-1 Stockholder, Series A-2 Stockholder and Series A-3 Stockholder directing such holder to approve such Specified Issuance in the manner described in this Section 4.1.
Appears in 4 contracts
Samples: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.), Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.), Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.)
