Requisite Stockholder Approval. The Company shall use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series 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 at the Annual Meeting, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Spyre Therapeutics, Inc.), Securities Purchase Agreement (Spyre Therapeutics, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain 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 B A 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 at on or prior to the Annual MeetingStockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the date of the Annual Meeting 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aeglea BioTherapeutics, Inc.), Securities Purchase Agreement (Aeglea BioTherapeutics, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain 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 B C 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 at on or prior to the Annual MeetingStockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the date of the Annual Meeting 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.
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Requisite Stockholder Approval. The Company shall use its best efforts to obtain hold a special meeting of the stockholders no later than March 5, 2025 (the “Special Meeting”), for the purpose of obtaining stockholder approval of (i) the conversion of all issued and outstanding Series B 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”) 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 at the Annual Special Meeting, the Company shall cause an additional Stockholder Meeting meeting of stockholders to be held within 90 sixty (60) days from the date of the Annual 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Outset Medical, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain hold a special meeting of stockholders (a “Stockholder Meeting”) within 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 B A 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 at on or prior to the Annual MeetingStockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the date of the Annual Meeting 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tivic Health Systems, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series B Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at its 2024 annual a special meeting of stockholders (the “Annual Special Meeting”), which such Annual Special Meeting shall be held no later than May 15October 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 at the Annual Special Meeting, the Company shall cause an additional Stockholder Meeting meeting of the Company’s stockholders to be held within 90 days from the date of the Annual 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cartesian Therapeutics, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series 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 at the Annual Meeting, the Company shall cause an additional Stockholder Meeting meeting of the Company’s stockholders to be held within 90 days from the 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Spyre Therapeutics, Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain hold a special meeting of stockholders (a “Stockholder Meeting”) within 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 B A 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 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 at on or prior to the Annual MeetingStockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the date of the Annual Meeting 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Unum Therapeutics Inc.)
Requisite Stockholder Approval. The Company shall use its best efforts to obtain hold a meeting of the stockholders on May 21, 2024 (the “Annual Meeting”), for the purpose of obtaining stockholder approval of the (i) conversion of all issued and outstanding Series B A Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules and (ii) issuance of the Securities to the Purchasers (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 at the Annual Meeting, the Company shall cause an additional Stockholder Meeting meeting of stockholders to be held within 90 60 days from the 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 60 days thereafter until the Requisite Stockholder Approval is obtained.
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Requisite Stockholder Approval. The Company shall use its best efforts to obtain stockholder approval of an increase in the conversion of all issued and outstanding Series B 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 May 15June 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 at the Annual Meeting, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the 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. Within one Business Day of receiving the Requisite Stockholder Approval, the Company shall file an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase to its authorized shares of Common Stock.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cogent Biosciences, Inc.)