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"). 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, (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, and (c) authorization by the required vote under the Delaware General Corporation Law to approve the Reverse Stock Split (as defined below). In addition, the Company shall, unless otherwise consented to by Purchaser, 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 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. 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 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. 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 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 May 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 (i) 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, and (ii) the issuance of Preferred Stock and warrants for an aggregate purchase price of at least $1,000,000 to one or more of the Key Employees, and (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. In addition, the Company shall, unless otherwise consented to by Purchaser, have a definitive proxy statement mailed to each stockholder of the Company at least ten (10) days prior to the Stockholder Approval Date. The Company shall deliver any SEC comments it receives with respect to its proxy statement to Purchaser and will not file such proxy statement (or any revisions thereto), whether such proxy statement is in preliminary or definitive form, without the approval of Purchaser, which approval shall not be unreasonably withheld or delayed.
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 stockholder meeting, which shall not be held later than [July 31, 2000] ("Shareholder Approval Date"). For purposes hereof, "Stockholder Approval" means authorization by the stockholders of the Company for the issuance of ADSs upon the exercise of the Warrants pursuant to the terms thereof in the aggregate in excess of twenty percent (20%) of the issued and outstanding ADSs 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 a majority in interest of the Purchasers, have a definitive proxy statement mailed to each stockholder 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 Purchasers 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 a majority in interest of the Purchasers, which approval shall not be unreasonably withheld or delayed.
Share Authorization. The Company covenants and agrees the Company shall solicit and obtain Stockholder Approval (as defined in the Certificate of Designation) within the time periods set forth in Article VI of the Certificate of Designation.
Share Authorization. 15 4.14 No Manipulation . . . . . . . . . . . . . . . . . . . . . . . .15
Share Authorization. The shares of Common Stock to be issued pursuant ------------------- to this Agreement have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and nonassessable. At the Closing, good and valid title to each share of Common Stock to be issued pursuant to this Agreement will be transferred by the Company to each Purchaser, free and clear of all Liens.
