Reverse Split; Reorganization Sample Clauses

Reverse Split; Reorganization. (a) The Purchaser hereby acknowledges that, if required to effectuate the Uplisting, the Company shall seek the approval of its Board of Directors and stockholders of the Company representing at least a majority of the outstanding voting power of the Company for the approval of a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of the Common Stock of the Company at a ratio to be selected by the Board of Directors sufficient to meet the requirements of the Proposed Trading Market (the “Reverse Split”). (b) The Purchaser hereby acknowledges that the holders one or more of the classes of the Company’s outstanding shares of preferred stock (the “Converting Preferred Shares”) may convert into shares of Common Stock prior to the Uplisting (the “Reorganization”). All holders of the Converting Preferred Shares shall enter into Lock-up Agreements in the form of Exhibit A hereto.