Issuance Approval. The Required Purchasers (or their counsel) shall have received evidence that the Issuance Approval has been obtained.
Issuance Approval. (a) No later than six (6) months following the Closing Date (the “Issuance Approval Meeting Deadline”), the Issuer shall convene and hold an annual or special meeting of the stockholders of the Issuer (the “Issuance Approval Meeting”) at which the stockholders of the Issuer will be asked to approve resolutions granting the Issuance Approval. Prior to holding the Issuance Approval Meeting, the Issuer shall call and give notice of the meeting to stockholders of the Issuer stockholders and provide to each stockholder entitled to vote at the Issuance Approval Meeting a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations promulgated thereunder (the “Issuance Approval Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Issuance Approval Meeting in favor of the Issuance Approval in accordance with applicable Law, the Nasdaq Rules (or the rules of any other equivalent or successor market that apply to the Issuer), and the Issuer’s Governing Documents. The Issuer shall use its best efforts to solicit its stockholders’ approval of such resolutions. Subject to the last sentence of this Section 7.11, the Issuer Board Recommendation shall be included in the Issuance Approval Proxy Statement. The Issuer covenants that none of the Issuer Board, the Issuer or any committee of the Issuer Board shall withdraw or modify, or propose publicly or by formal action of the Issuer Board, any committee of the Issuer Board or Issuer to withdraw or modify, in a manner adverse to the Investors, the Issuer Board Recommendation. Notwithstanding any of the foregoing, if the Issuer Board, after consultation with its legal counsel, determines in good faith that failure to withdraw or modify the Issuer Board Recommendation would be inconsistent with the Issuer Board’s fiduciary duties to its stockholders under applicable Law, then the Issuer Board may withdraw or modify the Issuer Board Recommendation (any such action, a “Change in Recommendation”) so long as Issuer provides the Investors with at least 48 hours’ advance written notice of such withdrawal or modification; provided, that any such Change in Recommendation shall not affect the Issuer’s obligations under this Section 7.11 to call and give notice of, use best efforts to convene and hold, the Issuer Stockholders Meeting, and to submit the Issuance Approval for the approval of the stockholders of the Issuer.
