Obligation to Seek Shareholder Approval. The Company will use commercially reasonable efforts to seek shareholder approval to amend its articles of incorporation to increase the number of its authorized shares if, at any date, the Shares Available for Issuance fall below the greater of (i) 110 million shares, or if Wachovia has amended the definition of “qualifying APM securities” to eliminate common stock, 220 million shares (as adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction) and (ii) three times the number of shares that the Company would need to issue to raise sufficient proceeds to pay (assuming a price per share equal to the average trading price of the shares over the 10 Trading Day period preceding such date) (x) any then outstanding deferred interest on the LoTSSM plus (y) twelve additional months of deferred interest on the LoTSSM. If the Trust issues additional Trust Preferred Securities after the Time of Delivery (as defined in the Trust Agreement) pursuant to Section 5.3 of the Trust Agreement, the number of shares referred to under clause (i) above will be increased proportionately to the number of such additional Trust Preferred Securities.
Obligation to Seek Shareholder Approval. If there occurs an Event of Default (as defined in the Convertible Debentures) or an event that causes an adjustment pursuant to Section 5 of the Convertible Debentures, or the issuance of any shares which will result in the aggregate number of shares of Common Stock issuable upon conversion of the Convertible Debentures (including the conversion of any Interest due and payable in accordance with the terms of the Convertible Debenture) and exercise of the Warrants to be greater than the Approved Amount, the Company shall, within thirty (30) calendar days of receipt of written notice from Buyers, file a definitive proxy statement soliciting such approval of a proposal to approve issuances of Common Stock to the Buyers in excess of the Approved Amount (such deadline to be extended if mandated or necessitated by statute or rule). The meeting of shareholders called for this purpose shall be scheduled on a date within thirty (30) days of the filing date of the definitive proxy statement. The Company and certain of the Company’s shareholders have entered into Irrevocable Voting Agreements (the “Irrevocable Voting Agreements”) with the Buyer pursuant to which the Buyer has been granted voting proxies to vote in favor of the issuance to the Buyer of shares of Common Stock in excess of the Approved Amount in the event the Buyers make such request.
Obligation to Seek Shareholder Approval. The Company shall use commercially reasonable efforts to seek shareholder consent to increase the number of its authorized shares if, at any date, the Shares Available for Issuance fall below the greater of (i) 25 million shares (as adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction) and (ii) three times the number of shares that the Company would need to issue to raise sufficient proceeds to pay (assuming a price per share equal to the average trading price of the shares over the 10 Trading Day period preceding such date) (x) then outstanding deferred interest on the JSNs plus (y) twelve additional months of deferred interest on the JSNs.
Obligation to Seek Shareholder Approval. The Company agrees not take any action that would result in a Fundamental Change pursuant to clause (3) or clause (4) of the definition of Change in Control unless both the action resulting in the Fundamental Change and the adjustment to the Conversion Rate set forth above under Section 7.07 are approved by the Company’s stockholders.
