Purchaser Shareholders’ Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Purchaser shall establish a depositary interest record date for, duly call, give notice of, convene and hold an extraordinary general meeting of the Purchaser Shareholders (including any adjournment or postponement thereof, the “Purchaser Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Transaction Proposals and obtaining the Purchaser Shareholders’ Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing Purchaser Shareholders with the opportunity to elect to effect a Purchaser Share Redemption and such other matter as may be mutually agreed by Purchaser and the Company. Purchaser will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Purchaser Shareholders’ Approval, and will take all other action necessary or advisable to obtain such proxies and Purchaser Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Organizational Documents of Purchaser. Purchaser (X) shall consult with the Company regarding the depositary interest record date and the date of the Purchaser Shareholders’ Meeting and (Y) shall not adjourn or postpone the Purchaser Shareholders’ Meeting without the prior written consent of Company; provided, however, that Purchaser shall adjourn or postpone the Purchaser Shareholders’ Meeting (1) if, as of the time that the Purchaser Shareholders’ Meeting is originally scheduled, there are insufficient shares of Purchaser represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Purchaser Shareholders’ Meeting, or (2) if, as of the time that the Purchaser Shareholders’ Meeting is originally scheduled, adjournment or postponement of the Purchaser Shareholders’ Meeting is necessary to enable Purchaser to solicit additional proxies required to obtain Purchaser Shareholders’ Approval; provided further, however, that Purchaser shall adjourn or postpone on not more than three occasions and so lon...
Purchaser Shareholders’ Approval. Purchaser shall use its best efforts to take any and all additional action necessary under applicable law to call, give notice of and hold a meeting of its shareholders, using best efforts to hold such meeting prior to the Drop Dead Date, to consider and vote to approve, among other matters, the conversion of the Series F Preferred Stock issued to the Company and the increase in Purchaser’s shares of Common Stock from 4,166,666 shares of Common Stock to 350,000,000 shares of Common Stock. For the purposes of clarity, best efforts shall be deemed to include, but shall not be limited to filing the Company’s preliminary proxy statement containing the items required to be completed to comply with the representations, warranties, and covenants of this Agreement with the Securities and Exchange Commission by September 22, 2023.
Purchaser Shareholders’ Approval. On or prior to the Closing Date, the shareholders of the Purchaser will approve in accordance with the MBCA by resolutions duly adopted by a written consent or a vote of a majority of the Purchaser’s shareholders entitled to vote at a meeting duly called and held and not subsequently rescinded or modified in any way (i) this Agreement, the Merger and the transactions contemplated hereby and thereby, (ii) an amendment to the articles of incorporation of the Purchaser (a) amending its corporate purpose, (b) changing its corporate name, and (c) increasing the Purchaser’s Board of Directors to five (5) members from three (3), and (iii) the appointment of certain directors to the Purchaser’s Board of Directors as set forth on Schedule 1.7(a) attached hereto (the “Purchaser Shareholders’ Approval”).
Purchaser Shareholders’ Approval. The Purchaser shall have delivered to the Corporation the Purchaser Shareholders’ Approval and the matters set forth therein shall have been effectuated.
