Consent to Amendment to Certificate of Incorporation. The undersigned hereby agrees to the amendment to Section 5(d)(ii) of the Company's Certificate of Incorporation to provide that if the Company shall issue or sell "Additional Shares of Stock" (as defined in the Company's Certificate of Incorporation) at a price per share less than the Conversion Price in effect immediately prior to such issuance or sale, then the Conversion Price as to the Common Stock into which the Series A Convertible Preferred Stock is convertible shall be adjusted to equal the higher of (a) the consideration paid per Additional Share of Stock, or (b)$1.78. The undersigned understands that by virtue of the provisions of Section 5(d)(iii) of the Company's Certificate of Incorporation, the foregoing amendment to the determination of the Conversion Price also applies to any warrants or other securities convertible into Common Stock that the Company may issue.
Consent to Amendment to Certificate of Incorporation. The Purchaser hereby consents to the adoption by the Old Parent of an amendment to its Certificate of Incorporation increasing its authorized capital to 70,000,000 shares of common stock, which amendment became effective on September 12, 2005, and hereby irrevocably waives any Default or Event of Default that may have occurred by reason of such amendment.
Consent to Amendment to Certificate of Incorporation. By signing this Agreement, each Stockholder approves and consents to the amendment to the Company’s certificate of incorporation as set forth on Exhibit A attached hereto, and agrees to take such additional actions, including the voting of their Shares and the execution of such written consents, as may be necessary or advisable to authorize and approve such amendment, file such amendment with the Secretary of State of the State of Delaware, and otherwise effect such amendment.
