Authorized Share Increase. So long as the Lender holds any of the Debentures, if at any time the number of authorized shares of Common Stock set forth in the certificate of incorporation of the Company is less than the greater (the "Authorized Minimum") of (i) the sum of, without duplication, (a) the number of outstanding shares of Common Stock, (b) with respect to outstanding securities of the Company exercisable or convertible into shares of Common Stock only at a fixed exercise or conversion price, the number of shares of Common Stock issuable upon the exercise or conversion of such securities at such fixed price on the date of issuance of such securities and (c) with respect to outstanding securities of the Company exercisable or convertible into shares of Common Stock where such exercise or conversion price may be based on the market price (or percentage thereof) of the Common Stock, 300% of the number of shares issuable upon the exercise or conversion of such securities at (x) if such securities are also exercisable or convertible at a fixed exercise or conversion price, such fixed price on the date of issuance of such securities or (y) if such securities are not also exercisable or convertible at a fixed exercise or conversion price, such market price or percentage thereof at the close of business on the date of issuance of such securities and (ii) the sum of, without duplication, (a) the number of outstanding shares of Common Stock and (b) with respect to outstanding securities of the Company exercisable or convertible into shares of Common Stock, the number of shares of Common Stock issuable upon the exercise or conversion of such securities at such time, then the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") as soon as practicable thereafter for the purpose (the "Authorization Proposal") of authorizing a number of shares of Common Stock such that the number of authorized shares of Common Stock is greater than the Authorized Minimum. The Board of Directors of the Company shall recommend approval of the Authorization Proposal and shall include such recommendation in the proxy statement relating to the Authorization Proposal. If the stockholders of the Company approve the Authorization Proposal at the Stockholders Meeting, then the Company shall promptly following the Stockholders Meeting take all necessary actions to file an amendment to its certificate of incorporation with the Secretary of State of the ...

Authorized Share Increase. The Company shall obtain approval from its stockholders no later than December 31, 2023 to increase the shares of the Company’s authorized shares to permit the issuance of the Warrant Shares upon the exercise of the Pre-Funded Warrants.

Authorized Share Increase. (i) The Company will take all commercially reasonable steps necessary to effectuate the filing of an amendment to its Certificate of Incorporation, as currently in effect, to reflect the Authorized Share Increase. In furtherance of the foregoing, it will take all reasonable steps necessary to have the stockholders meeting held and to obtain the requisite stockholder approval, including, but not necessarily limited to, filing with the SEC and distributing to the Company's stockholders a notice of and a proxy statement for a stockholders meeting expected to be held by on April 18, 2006 (or as soon thereafter as may be practicable), and the Board of Directors' recommending approval of the Authorized Share Increase. Upon the requisite authorization for the Authorize Share Increase, the Company will file an amendment to the Certificate of Incorporation of the Company, as currently in effect, to reflect the Authorized Share Increase, such filing to be made no later than April 28, 2006. (ii) The Company agrees that on the Closing Date it will deposit with American Stock Transfer & Trust Company (the "Security Agent"), out of the Aggregate Purchase Price otherwise distributable to the Company out of the Escrow Funds, an amount (the "Security Deposit") equal to fifty percent (50%) of the Aggregate Purchase Price. The Company hereby grants the Buyer a security interest in a portion of the Security Deposit equal to fifty percent (50%) of the Buyer's Purchase Price to secure the Company's obligations to the Buyer under this Section 4(o). The Security Deposit shall be held by the Security Agent in an escrow account maintained by the Security Agent in the name of the Company, but acting as agent for the Buyer and the Other Buyers. The Security Agent's holding of the Security Deposit shall represent the holding of such security interest in favor of the Buyer and the Other Buyers for the Company's filing of an amendment to the Company's Certificate of Incorporation, as currently in effect, to reflect the Authorized Share Increase by April 25, 2006. Evidence of such filing (the "Filing Evidence") shall be made by the Company providing a letter from Company Counsel to the Document Escrow Agent within three (3) Trading Days after the filing of the amendment, but in no event later than April 28, 2006 (the "Filing Evidence Date") confirming (1) the Authorized Share Increase was duly approved by the Company's stockholders on or before April 25, 2006 and (2) confirming the filin...

Authorized Share Increase. As promptly as possible, but in no event later than the Share Increase Deadline, the Company shall undertake any and all actions necessary to authorize, approve and effect the Authorized Share Increase, including, without limitation, (i) establishing a record date for, duly calling, giving notice of, convening and holding a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the necessary stockholder approval for the Authorized Share Increase, (ii) preparing and filing with the Securities and Exchange Commission a proxy statement on Schedule 14A under the 1934 Act regarding the Authorized Share Increase and the Company Stockholders Meeting, and mailing (or otherwise making available in accordance with the 1934 Act and the Delaware General Corporation Law) a copy thereof to each of the Company’s stockholders, and (iii) filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting such Authorized Share Increase.

Authorized Share Increase. (i) As promptly as possible, but in no event later than the Share Increase Deadline, the Company shall undertake any and all actions necessary to authorize, approve and effect the Authorized Share Increase, including, without limitation, (i) establishing a record date for, duly calling, giving notice of, convening and holding a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the necessary stockholder approval for the Authorized Share Increase, (ii) preparing and filing with the Securities and Exchange Commission a proxy statement on Schedule 14A under the 1934 Act regarding the Authorized Share Increase and the Company Stockholders Meeting, and mailing (or otherwise making available in accordance with the 1934 Act and the Delaware General Corporation Law) a copy thereof to each of the Company’s stockholders, and (iii) filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting such Authorized Share Increase. (ii) Each of the Buyers shall, and Oak Investment Partners XII, Limited Partnership (“Oak”) shall cause Beacon to, during the period commencing on the date hereof and continuing until the termination of the Voting Agreement in accordance with its terms: (A) appear (in person or by proxy) at any annual or special meeting of the stockholders of the Company at which the Authorized Share Increase will or may be considered, in each case, for the purpose of obtaining a quorum and (B) vote (in person or by proxy), or execute a written consent or consents if stockholders of the Company are requested to vote their shares by written consent, all of such stockholder’s Voting Shares (as defined in the Voting Agreement): (1) in favor of the Authorized Share Increase; (2) against: (x) any and all proposals contrary to the Authorized Share Increase; and (y) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach or failure (I) by the Company to perform its obligations under Section 4(l) of the Purchase Agreement or (II) by such stockholder to perform its obligations under the Voting Agreement; and (3) otherwise in support of the Authorized Share Increase and of the Company’s performance of its obligations under Section 4(l) of this Agreement.

Authorized Share Increase. Following the first Tranche Closing, the Company shall use all commercially reasonable best efforts to effectuate, as soon as reasonably practical, an increase in the Company’s authorized Common Stock of at least 10 billion additional shares.

Authorized Share Increase. (i) The Company will take all commercially reasonable steps necessary to effectuate the filing of an amendment to its Certificate of Incorporation, as currently in effect, to reflect the Authorized Share Increase. In furtherance of the foregoing, it will take all reasonable steps necessary to have the shareholders meeting held and to obtain the requisite shareholder approval, including, but not necessarily limited to, filing with the SEC and distributing to the Company's shareholders a notice of and a proxy statement for the annual stockholders meeting expected to be held by no later than July 15, 2005, and the Board of Directors' recommending approval of the Authorized Share Increase. Upon the requisite authorization for the Authorize Share Increase, the Company will file an amendment to the Certificate of Incorporation of the Company, as currently in effect, to reflect the Authorized Share Increase, such filing to be made no later than July 25, 2005. Nothing contained herein shall be deemed to prohibit or otherwise limit the Company or its stockholders from considering and/or approving an amendment to the Company's certificate of incorporation increasing the authorized shares of Common Stock of the Company to a number above 75,000,000 at a meeting of stockholders (or, if permitted by the corporate law of the State of Incorporation, by way of written consent in lieu of a meeting) to be held subsequent to the close of the 2005 annual stockholders meeting. (ii) The Company agrees that on the Closing Date it will deposit with Xxxxxxx & Xxxxxx LLP (the "Security Agent"), out of the Aggregate Purchase Price otherwise distributable to the Company out of the Escrow Funds, an amount (the "Security Deposit") equal to fifty percent (50%)

Authorized Share Increase. Apricus shall solicit its stockholders' approval to increase the authorized shares of Apricus to 120,000,000 shares of Apricus Common Stock (the "Share Increase" and Apricus' stockholders' approval of the Share Increase, the "Share Increase Approval") at the same time Apricus solicits its stockholders’ approval of the Merger (as defined in Section 7(iv)) and Apricus shall use its commercially reasonable efforts to obtain the Share Increase Approval, including, without limitation, causing Apricus' board of directors to recommend to Apricus' stockholders that they approve the Share Increase. For the avoidance of doubt, if Apricus' stockholders do not approve the Share Increase at the Meeting, Apricus shall not, unless otherwise required pursuant to Section 5(l) and the Warrants, be obligated to solicit the Share Increase Approval at any additional meetings of the Apricus stockholders.

Authorized Share Increase. The Company shall hold an annual or special meeting of stockholders within 90 calendar days of the date hereof for the purpose of obtaining Authorized Share Approval, with the recommendation of the Company’s Board of Directors that such proposal is approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and, to the fullest extent permitted by applicable law, all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Authorized Share Approval at the first such meeting, the Company shall, to the fullest extent permitted by applicable law, call a meeting every period of approximately four (4) months thereafter to seek Authorized Share Approval until the date on which Authorized Share Approval is obtained.

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