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."
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."
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. Following the closing of the Contribution, the Company increased 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. Promptly upon execution of this Agreement, the Company will increase the number of ordinary shares of capital stock that the Company is authorized to issue from one (1) share to One Hundred Thousand and One (100,001) shares and will at all times maintain sufficient authorized but unissued shares to permit the issuance and sale of the Option Shares to the Buyer based on the terms and conditions set forth hereunder.
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 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. 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 Company has completed and effected the increase of its authorized shares of common stock to 300 million shares with the State of Florida.
Increase of Authorized Shares. The parties to this Agreement acknowledge that as of the date hereof, Health Express has no unissued shares of Common Stock and that a Schedule 14C Information Statement proposing that the authorized shares of Common Stock be increased to Five Billion (5,000,000,000) shall be mailed to all shareholders of record of Health Express. Without such increase in the authorized Health Express Common Stock, the parties hereby acknowledge that there will not be sufficient Health Express Common Stock for the Health Express Series A Preferred Stock to be converted into shares of Health Express Common Stock.
