Share Authorization Sample Clauses
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy Stockholder Approval (as defined below) and (ii) use its best efforts to obtain Stockholder Approval at its next stockholder meeting which shall be held no later than October 31, 2001 (the "Stockholder Approval Date"). For purposes hereof, "Stockholder Approval" means (a) authorization by the required vote under Nasdaq Rule 4350 of the stockholders of the Company of the issuance of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to the terms of the Certificate of Designation and the exercise of the Warrant pursuant to the terms thereof in the aggregate in excess of 19.99% of the outstanding shares of Common Stock (the "Financing"), (b) if necessary and to the extent effected by stockholder vote, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue shares of Common Stock in excess of the Cap Amount (as defined in the Certificate of Designation) and for all other applicable purposes, (c) authorization by the required vote under the Delaware General Corporation Law to approve the Reverse Stock Split (as defined below) and (d) authorization by the required vote under Delaware General Corporation Law to amend the Certificate of Designation in the form of Exhibit A (the "Amended Certificate"). In addition, the Company shall, unless otherwise consented to by holders of a majority of the Series E Preferred Stock, have a definitive proxy statement mailed to each stockholder of the Company at least ten (10) days prior to the Stockholder Approval Date.
Share Authorization. The Company covenants and agrees that it shall ------------------- (i) solicit by proxy Stockholder Approval (as defined below) and (ii) use its best efforts to obtain Stockholder Approval at its next stockholder meeting which shall be held no later than July 31, 2001 (the "Stockholder Approval -------------------- Date"
Share Authorization. The Company covenants and agrees that it shall solicit by proxy the Stockholder Approval (as defined in the Certificate of Designation) by the stockholders of the Company and use its commercially reasonable efforts to obtain the Stockholder Approval not later than one hundred and twenty (l20) days following the date of the First Closing.
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the Shareholder Approval (as defined below) and (ii) use its best efforts to obtain the Shareholder Approval at its next annual shareholder meeting, which shall be held no later than July 31, 2000 ("SHAREHOLDER APPROVAL DATE"). For purposes hereof, "SHAREHOLDER APPROVAL" means authorization by the shareholders of the Company for the issuance of ADSs to Purchaser at the Closing and upon the exercise of the Warrants pursuant to the terms thereof and the issuance of ADSs at or prior to the Closing to Other Investors and upon the exercise of the warrants issued to the Other Investors at or prior to the Closing on substantially similar terms in the aggregate in excess of twenty percent (20%) of the total Ordinary Shares then in issue and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on the Company's ability to issue ADSs in excess of twenty percent (20%). In addition, the Company shall, unless otherwise consented to by Purchaser, have a definitive proxy statement mailed to each shareholder of the Company at least twenty (20) days prior to the Approval Date. The Company shall deliver one copy of any SEC comments it receives with respect to its proxy statement to the Purchaser and will not file such proxy statement (or any amendments thereto), whether such proxy statement is in preliminary or definitive form, without the approval of the Purchaser, which approval shall not be unreasonably withheld or delayed.
Share Authorization. The Company shall, unless otherwise consented to ------------------- by each initial Holder (as defined in the Certificate of Designation), use its best efforts to obtain the Stockholder Approval (as defined below) no later than the Approval Date (as defined below). For purposes hereof, the "Approval -------- Date" means the earliest to occur of (i) sixty (60) days (one hundred and five ---- (105) days in the event of SEC review of the Company's proxy statement with respect to Stockholder Approval) following the earlier of a Trading Market Trigger Event (as herein defined) or the issuance to any Holder upon conversion of the Preferred Stock and/or exercise of the Warrants of a number of shares of the Company's Common Stock equal to 3.3% of the Company's outstanding
Share Authorization. Subject to adjustment as provided in Section 4.4, the maximum number of Shares available for issuance to Participants under the Plan on or after the Effective Date (the “Share Authorization”) shall be ten million (10,000,000) Shares. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury Shares.
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the authorization and approval (the "Shareholder Approval") of the Rule 4460(i) Authorization by the stockholders of the Company and (ii) use its best efforts to obtain the Shareholder Approval at its next annual stockholder meeting, which shall not be held later than September 20, 1999.
Share Authorization. The Company covenants and agrees that it shall (i) solicit by proxy the authorization and approval (the "SHAREHOLDER APPROVAL") of the Rule 4460(i) Authorization by the stockholders of the Company in its Proxy Statement for the next annual meeting of stockholders of the Company, and in any event, not later than six months following the date of the Closing, and (ii) use its best efforts to obtain the Shareholder Approval at the next annual meeting of stockholders of the Company, and in any event, not later than the date which is six months after the First Closing.
Share Authorization. The Company's Board of Directors shall have authorized the issuance, pursuant to the terms and conditions of this Agreement, of three hundred twenty five thousand (325,000) shares of the Common Stock issuable as part of the Purchased Shares and Warrant Shares.
Share Authorization. The shares of Parent common stock issuable upon conversion of the Convertible Note have been reserved for issuance and have been duly authorized and, upon issuance thereof in accordance with the terms of the Convertible Note, will be validly issued, fully paid and nonassessable shares of common stock of the Parent.