Shareholder Approval; Proxy. The Company covenants to submit to its shareholders a proposal for ratification of the issuance of the Bridge Notes and the Conversion Shares, if and as required by the rules of the National Association of Securities Dealers, Inc. (the "NASD") applicable to the transaction. All officers and directors will, upon request of Purchaser, execute a proxy authorizing Purchaser or any designee of Purchaser to vote all shares of Common Stock, the voting of which is controlled by such officer or director, at any meeting (or any adjournment thereof) at which Shareholder action is proposed to ratify the issuance of the Bridge Notes and the Conversion Shares.
Shareholder Approval; Proxy. The Company covenants to ratify the issuance of the Convertible Notes and Warrants, if and as required by the rules of the National Association of Securities Dealers, Inc. (the "NASD") applicable to the transaction (collectively the "Shareholder Proposals"). All officers and directors will execute a proxy authorizing Xxxxxx X. Xxxxxxx or Xxxxxxx X. Xxxxxxx or either of them to vote and exercise all consensual rights in respect of all shares of Common Stock, the voting of which is controlled by such officer or director, at any meeting (or any adjournment thereof) at which Shareholder action is proposed to effect the Shareholder Proposals.
