No Reverse Split. The parties acknowledge that, following the Closing, the Shareholders when acting as a group will hold the voting power to effect any corporate action. It is expressly agreed among WHAM, KEMRON and the Shareholders that, for a period of eighteen (18) months following the Closing ("Period"), WHAM shall not effect any "prohibited action," defined as any reverse split or combination of its common shares, or any reorganization, recapitalization or other action whatsoever (other than a merger, exchange, consolidation or similar transaction with an unaffiliated entity) which has the effect of changing the number of outstanding WHAM common shares into a smaller number of common shares. Each Shareholder expressly agrees that, during the Period, he, she or it will not vote for or support any such prohibited action nor grant a proxy or other voting right to a person other than a Shareholder to vote at any meeting or act by written consent on a proposal to effect a prohibited action, and will affirmatively oppose any attempt to effect a prohibited action during the Period. This provision is intended for the protection of existing shareholders of WHAM and persons who become shareholders during the Period, and all parties agree that this provision and the duration of the Period is reasonable. The parties expressly agree that all shareholders of WHAM at the time of the taking of a prohibited action are or shall be third party beneficiaries of this provision, and any one or more of such shareholders may bring an injunctive action to prevent a prohibited action(s) or an action to force WHAM to revoke or rescind a prohibited action as if it had never been effected, or may otherwise judicially enforce this provision. Any shareholder prevailing in such injunctive or other action shall be entitled to reimbursement from WHAM for the costs and reasonable attorneys' fees incurred in bringing such action(s).
No Reverse Split. The Company shall not effectuate a reverse split of the Common Stock without the prior written consent of the Buyers. If the Company breaches this Section 4(m), the Company shall be deemed to be in default under the Debentures.
No Reverse Split. So long as there remains any balance due to the Purchaser under the Note, the Company shall not undertake a reverse split or reclassification of the Company’s common stock without the prior written consent of the Purchaser. In the event of the Company’s failure to honor this Section 16, the Company shall pay liquidated damages to the Purchaser in an amount equal to 50% of the Principal Sum of the Note plus $5,000 per day from the time of the reverse split or reclassification until such time as the Company repays the Note.
No Reverse Split. From the date hereof until the twelve (12) month anniversary of the effective date of the Agreement, the Company shall not undertake a reverse or forward stock split or reclassification of the Company’s common stock without the prior written consent of the Purchaser.
No Reverse Split. There shall be no reverse split of the common stock of the public corporation for six months from the date the transaction closes, without mutual consent as defined in this paragraph. "Original Shareholders" means the shareholders of HEXC, immediately before the issuance of any shares for acquistion. "Remaining Original Shareholders" means original shareholders remaining as shareholders, as of the record date for any proposed reverse split. "Mutual Consent" means two-thirds of the remaining original shareholders.
No Reverse Split. A material term hereto and a condition to Nugget entering into this Agreement is that GoHealth.md agree that for a period of twelve (12) months from the date of Closing, no recapitalization or reverse stock splits will be effected without the prior written consent of all of the directors of Nugget as of the date immediately prior to Closing of this Agreement, which consent shall not be unreasonably withheld.
No Reverse Split. Except as contemplated by the parties in connection with the Acquisition, the Operating Company and HUWX following the Acquisition shall effect the Reverse Split but shall not allow or effect any other reverse split or combination of securities of HUWX for period of not less than twelve months following the Effective Time.
No Reverse Split. As a material term hereto and a condition to FLEX entering into this Agreement, OASIS and the OASIS Shareholders agree that for a period of twelve (12) months from the date of Closing, there will be no reorganizations, recapitalizations or reverse stock splits which would have a dilutive effect on the pre-acquisition shareholders of FLEX, without the prior written consent of the existing directors of FLEX as of the date of this Agreement.
No Reverse Split. From the date of this Agreement and continuing for a period of eighteen (18) months after the Closing, the Company and the Investor shall not cause a reverse split of any Company Common Stock.
No Reverse Split. The parties hereto agree that there shall be no reverse split of the Common Stock of the Surviving Corporation for at least one year following the Closing Date.
