Increase of Authorized Shares. Except as otherwise provided in this Article, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
Increase of Authorized Shares of Common Stock and Preferred Stock. The Company shall call to order the Annual Meeting on or prior to July 12, 2002, for the purpose, among other things, of approving an amendment or amendment and restatement of the Articles providing for (a) an increase of the number of shares of Common Stock authorized to be issued from 50,000,000 shares to 100,000,000, (b) the authorization of 10,000,000 shares of Series A Stock and 10,000,000 of Series B Stock, (c) the rights, preferences and privileges of the Series A Stock and Series B Stock as set forth in the Certificates, and (d) all other matters related to the transactions contemplated hereby for which shareholder approval is required. On the next business day after the approval of such amendment or amendment and restatement of the Articles by the shareholders, the Company shall immediately file such amendment or amendment and restatement of the Articles, which shall contain the Certificates or the terms thereof, with the Secretary of State of Texas."
2. Section 7.1(k) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Increase of Authorized Shares of Common Stock and Preferred Stock. The Company shall call to order the Annual Meeting on or prior to July 12, 2002, for the purpose, among other things, of approving an amendment or amendment and restatement of the Articles providing for (a) an increase of the number of shares of Common Stock authorized to be issued from 50,000,000 shares to 100,000,000, (b) the authorization of 10,000,000 shares of Series A Stock and 10,000,000 of Series B Stock, (c) the rights, preferences and privileges of the Series A Stock and Series B Stock as set forth in the Certificates, and (d) all other matters related to the transactions contemplated hereby for which shareholder approval is required. On or before July 18, 2002, the Company shall immediately file such amendment or amendment and restatement of the Articles, which shall contain the Certificates or the terms thereof, with the Secretary of State of Texas."
2. Section 7.1(k) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Increase of Authorized Shares. As soon as practicable following the closing of the Contribution, the Company will increase its number of authorized shares from 150,000,000 shares consisting of (i) 150,000,000 shares of Common Stock, and (ii) no shares of Preferred Stock, to 310,000,000 shares, consisting of (i) 300,000,000 shares of Common Stock, and (ii) 10,000,000 shares of Preferred Stock.
Increase of Authorized Shares. Within 45 days of the initial issuance of the Series Y, the Company shall file with the Commission a preliminary proxy statement (the “Original Filing”) in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) notifying the Company’s stockholders of a special meeting to amend the Company’s Certificate of Incorporation to increase the number of Authorized Shares from 510,000,000 shares to 960,000,000 shares. The Company shall use its commercially reasonable efforts file any amendment to the Original Filing, if required, within 5 Business Days following the receipt of comments from the Commission to the Original Filing, and shall use its commercially reasonable efforts to file a definitive proxy statement within 2 Business Days following the Commission’s notification that it has no further comments to the Original Filing, as it may have been amended. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. The Company shall have the definitive proxy statement sent to its stockholders within three Business Days following its filing with the Commission and shall use its commercially reasonable efforts to take all actions to cause the increase in its Authorized Shares as soon as reasonably practicable thereafter.
Increase of Authorized Shares. The Company shall take such corporate actions as are required to increase its authorized shares of Common Stock as are necessary to issue all of the securities issuable under the Agreement (as amended) promptly after an aggregate of $2,000,000 is received by it under the Agreement (as amended).
Increase of Authorized Shares. The parties acknowledge and agree that the Company will be required to obtain the approval of its shareholders to increase the amount of authorized Common Stock available for issuance upon exercise of any warrants issuable pursuant to Article V of the Series A2 and B2 Certificates of Designation. The Company shall use its best efforts to obtain shareholder approval as soon as practicable following the date hereof, but in any event not later than 120 days after the date hereof. The Holders shall vote all of their shares then entitled to vote thereat in favor of any such proposal. In the event the Company has failed to obtain such shareholder approval within 120 days following the date hereof, the Holders shall be entitled receive, as liquidated damages for a loss of a bargain and not as a penalty, a cash payment, payable quarterly, in an amount equal to 10% of the aggregate Liquidation Value of the outstanding shares of Series A2 Preferred Stock and Series B2 Preferred Stock (as determined pursuant to the Series A2 and B2 Certificates of Designation), which amount shall be paid by the Company on the last business day of each fiscal quarter (pro rated for partial quarters) until such time as such shareholder approval is obtained.
Increase of Authorized Shares. Within 45 days of the Initial Closing Date, the Company shall file with the SEC a preliminary proxy statement (the “Original Filing”) in accordance with Regulation 14A promulgated under the Exchange Act notifying the Company’s stockholders of a special meeting to amend the Company’s Certificate of Incorporation to increase the number of Authorized Shares from 510,000,000 shares to 960,000,000 shares. The Company shall use its commercially reasonable efforts to file any amendment to the Original Filing, if required, within 5 Business Days following the receipt of comments from the SEC to the Original Filing, and shall use its commercially reasonable efforts to file a definitive proxy statement within 2 Business Days following the Commission’s notification that it has no further comments to the Original Filing, as it may have been amended.
Increase of Authorized Shares. The Company shall increase its authorized Shares of Common Stock to at least one hundred seventy five million (175,000,000) shares of Common Stock by a vote of its shareholders no later than October 31, 2006 and the filing of preliminary and definitive Schedule 14A to be followed by the appropriate filings with the California Secretary of State and which shall be effective as soon thereafter as possible, but no later than December 31, 2006.
Increase of Authorized Shares. ABIL shall have caused the number of authorized shares to be increased from 50,000,000 to 300,000,000 of Common Stock, par value of $0.001 per share and shall authorize 10,000,000 shares of Series A Preferred Stock and 5,000,000 shares of Series B Preferred Stock.
