Common use of Requisite Stockholder Approval Clause in Contracts

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall use reasonable best efforts to hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 120 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of to allow for the conversion of all the issued and outstanding Series A X1 Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules Marketplace Rule 5635(a) (the “Requisite Stockholder Approval”), but remaining subject to a beneficial ownership conversion limit not to exceed 19.99% for any given stockholder. The Company shall use its reasonable best efforts to solicit its stockholders’ stockholder approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series A B Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at its 2024 annual meeting of stockholders (the “Annual Meeting”), which such Annual Meeting shall be held no later than May 15, 2024. The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineAnnual Meeting, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting date of the Annual Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series A B Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at a special meeting of stockholders (the “Special Meeting”), which such Special Meeting shall be held no later than October 31, 2024. The Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineSpecial Meeting, the Company shall cause an additional Stockholder Meeting meeting of the Company’s stockholders to be held within 90 days from the prior meeting date of the Special Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 90 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support AgreementAgreement without the prior written consent of the Purchasers of at least a majority in interest of the Securities still held by Purchasers.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to call, give notice of and hold a an annual or special meeting of stockholders (a “Stockholder Meeting”) within 75 90 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion exercise of all issued and outstanding Series A Preferred Stock into Warrants for shares of Common Stock in accordance with the Nasdaq Stock listing rules of the Trading Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 180 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 180 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion exercise of all issued the Pre-Funded Warrants and outstanding the Series A Preferred Stock into shares of Common Stock Warrants in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts at such Stockholder Meeting and any additional stockholder meeting, as necessary, with respect to the Requisite Stockholder Approval to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A C Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of the stockholders (a “Stockholder Meeting”) within 75 days from the Closing no later than March 5, 2025 (the “Stockholder Meeting DeadlineSpecial Meeting”) ), for the purpose of obtaining stockholder approval of (i) the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with Nasdaq listing rules and (ii) issuance of the Nasdaq Stock Market Rules Securities to the Purchasers (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineSpecial Meeting, the Company shall cause an additional Stockholder Meeting meeting of stockholders to be held within 90 sixty (60) days from the prior meeting date of the Special Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 sixty (60) days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining use its best efforts to obtain stockholder approval of an increase in the conversion of all issued and outstanding Series A Preferred Stock into authorized shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at its 2024 annual meeting of stockholders (the “Annual Meeting”), which such Annual Meeting shall be held no later than June 30, 2024. The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineAnnual Meeting, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting date of the Annual Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Within one Business Day of receiving the Requisite Stockholder Approval, the Company shall enforce file an amendment to its Certificate of Incorporation with the terms Secretary of each Support Agreement, and shall not amend or waive any provision State of any Support Agreementthe State of Delaware to effect such increase to its authorized shares of Common Stock.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to call, give notice of and hold a an annual or special meeting of stockholders (a “Stockholder Meeting”) within 75 90 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best commercially reasonable efforts to solicit its stockholders’ approval of such resolution the Nasdaq Proposal and to cause the Board of Directors to recommend to the stockholders that they approve such resolutionthe Nasdaq Proposal. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 120 days from the prior meeting to approve the Nasdaq Proposal not previously approved (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 120 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support AgreementNasdaq Proposal has been approved.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 90 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to call, give notice of and hold a an annual or special meeting of stockholders (a “Stockholder Meeting”) within 75 90 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion exercise of all issued PIPE Pre-Funded Warrants and outstanding Series A Preferred Stock into all PIPE Warrants for shares of Common Stock in accordance with the Nasdaq Stock listing rules of Principal Trading Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to call, give notice of and hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 150 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A X Preferred Stock and exercise of all Warrants and Placement Agent Warrants into shares of Common Stock in accordance with the Nasdaq Stock listing rules of Principal Trading Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, Agreement and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series A B Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at its 2024 annual meeting of stockholders (the “Annual Meeting”), which such Annual Meeting shall be held no later than May 15, 2024. The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineAnnual Meeting, the Company shall cause an additional Stockholder Meeting meeting of the Company’s stockholders to be held within 90 days from the prior meeting date of the Annual Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to call, give notice of and hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 120 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A C Preferred Stock and exercise of all Warrants into shares of Common Stock in accordance with the Nasdaq Stock listing rules of the principal Trading Market Rules (the “Requisite Stockholder Approval”). The Company shall use its reasonable best efforts to solicit its stockholders’ approval prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) related to the solicitation of votes to approve such resolution resolution, among other proposals, and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall use reasonable best efforts to hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 180 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of to allow for the conversion of all the issued and outstanding Series A X Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules Marketplace Rule 5635(a) (the “Requisite Stockholder Approval”), but remaining subject to a beneficial ownership conversion limit not to exceed 19.99% for any given stockholder. The Company shall use its reasonable best efforts to solicit its stockholders’ stockholder approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall take all action necessary under applicable law to promptly call, give notice of and hold a special meeting of stockholders (a “Stockholder Meeting”) ), including filing preliminary proxy solicitation materials therefor with the Commission within 75 days from the Closing (the “Stockholder Meeting Deadline”) Closing, for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock Shares into and exercise of all issued and outstanding Warrants for shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit and obtain its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolutionresolution at each stockholder meeting contemplated by this Section 4.12. If the Requisite Stockholder Approval is not obtained on or prior to at the Stockholder Meeting DeadlineMeeting, the Company shall take all action necessary under applicable law to call, give notice of and cause an additional Stockholder Meeting stockholder meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall take all action necessary under applicable law to call, give notice of and convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.

Requisite Stockholder Approval. The Company shall hold a special meeting of stockholders (a “Stockholder Meeting”) within 75 120 days from the Closing (the “Stockholder Meeting Deadline”) for the purpose of obtaining stockholder approval of the conversion of all issued and outstanding Series A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”). The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. The Company shall enforce the terms of each Support Agreement, and shall not amend or waive any provision of any Support Agreement.