Holder Consent. The Company shall obtain the written consent of the Holders prior to: (i) for so long as the Holders collectively beneficially own equal to or greater than 10.0% of the aggregate number of issued and outstanding Ordinary Shares calculated on a Fully-Diluted Basis (assuming for purposes of determining the numerator and the denominator in such calculation that any unvested portion of the Vested Existing Warrant Amount has been vested), issuing Ordinary Shares in the Company (other than pursuant to the exercise of a Company Warrant or the Equity Incentive Plan) at a price per share less than the Maximum Discount; provided, however, that the Holders shall be deemed to have waived their consent rights under this clause (i) if prior to such time the investment committee of the Holders has failed to approve a subscription for Subsequent Acquired Interests at a time when all other conditions in Article 7 of the Securities Purchase Agreement relating to such Subsequent Closing have been satisfied; (ii) for so long as the Holders collectively beneficially own equal to or greater than 10.0% of the aggregate number of issued and outstanding Ordinary Shares calculated on a Fully-Diluted Basis (assuming for purposes of determining the numerator and the denominator in such calculation that any unvested portion of the Vested Existing Warrant Amount has been vested), issuing Ordinary Shares in the Company (other than pursuant to the exercise of a Company Warrant) if after giving effect to such issuance the Holders would collectively beneficially own less than 10.0% of the aggregate number of issued and outstanding Ordinary Shares, in each case, calculated on a Fully-Diluted Basis (assuming for purposes of determining the numerator and the denominator in such calculation that any unvested portion of the Vested Existing Warrant Amount has been vested) (a “Dilutive Issuance”); provided, however, that the Holders shall be deemed to have waived their consent rights under this clause (ii) with respect to any future Dilutive Issuance if (x) the Holders have previously provided their written consent to a Dilutive Issuance pursuant to this clause (ii) or (y) prior to such time the investment committee of the Holders has failed to approve a subscription for Subsequent Acquired Interests at a time when all other conditions in Article 7 of the Securities Purchase Agreement relating to such Subsequent Closing have been satisfied; or (iii) amending the Company Articles in a manner that ...
Holder Consent. The approval of the Holders for the purposes of clause 9.1(b) must be the approval of a Special Resolution of:
Holder Consent. Wherever in this Agreement approval or consent of the Holders is required, such approval or consent shall be deemed provided upon the consent or approval of Holders holding at least a majority of the aggregate principal amount of the Notes outstanding.
Holder Consent. The Consent to Proposed Indenture Amendment shall have been duly executed and delivered by the beneficial owners of 100% of the Notes (each having an aggregate principal amount as indicated below its signature thereto).
Holder Consent. Prior to filing any Registration Statement required or permitted pursuant to this Section 2, the Company shall send written notice to each Holder not later than twenty Business Days prior to the date on which it intends to file such Registration Statement (each a “Registration Notice”), which such notice shall describe generally the purpose of the Registration Statement and the securities covered thereby, the Persons whose securities will be included in such Registration Statement and the date on or about which the Company proposes to file such Registration Statement. The Holders shall have the right, in their absolute discretion, to cause the Company to include in any such Registration Statement any shares of Common Stock registered in their respective names or any shares of Common Stock underlying any Company securities registered in their name which are convertible into or exchangeable for shares of Common Stock.
Holder Consent. Each Holder hereby agrees to consent to and approve the Merger Agreement and the Escrow Agreement and the principal terms of the Transactions in accordance with Section 1201 of the California Code and approves the execution and delivery of this Agreement and the consummation of the Transactions. Prior to Closing, the Merger Agreement and the Escrow Agreement and the principal terms of the Transactions shall be approved by the shareholders of the Company in accordance with Section 1201 of the California Code. Effective on the Closing, each Holder hereby agrees that the Amended and Restated Investors Rights Agreement dated October 22, 1999, and amended June , 2002 (the “Investors Rights Agreement”), and the Voting Rights Agreement dated June , 2002, by and among the Holders and the Company (the “Holders Agreements”) shall terminate and be of no further force and effect, and such Holders acknowledge they will have no further rights under such Agreements, after the Effective Time.
Holder Consent. Holder hereby provides to consent to the issuance of the Notes for all purposes required under that certain Loan and Security Agreement originally entered into between the Company and Holder on November 3, 2022. [Signature page follows]
