3 annotations
Each Purchaser covenants to (i) vote, and shall cause its Affiliates to vote, the shares of Series G Preferred Stock on any resolution presented to the stockholders of the Company for purposes of obtaining the Shareholder Approval and agrees that such shares of Series G Preferred Stock, shall automatically and without further action of the Purchaser be voted in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Certificate of Amendment; (ii) attend, including, for purposes of attendance, by delivering a proxy, any meeting of the stockholders of the Company held for purposes of obtaining the Shareholder Approval; and (iii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series G Preferred Stock in accordance with clause (i) above. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock and Series G Preferred Stock in connection with the Certificate of Amendment are voted against such resolutions and 70% of the aggregate votes cast by Common Stock and Series G Preferred Stock voting in connection with the Certificate of Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Series G Preferred Stock voting in connection with the Certificate of Amendment shall vote against the approval of the Certificate of Amendment and 70% of such votes shall be cast in favor of such Certificate of Amendment.
Series G MUST attend and vote, but must "mirror" the proportions of common stock votes.
8-K
4 Mar 22
Each Purchaser covenants to (i) vote, and shall cause its Affiliates to vote, all shares of Series F Preferred Stock owned by such Purchaser or its Affiliates, as applicable, with respect to any resolution presented to the shareholders of the Company for the purpose of obtaining the Shareholder Approval, (ii) attend (with respect to all shares of Series F Preferred Stock held thereby), including, for purposes of attendance, by delivering a proxy, any meeting of the stockholders of the Company held for purposes of obtaining the Shareholder Approval and (iii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, to vote all shares of Series F Preferred Stock in accordance with clause (i) above. For clarity, the Purchaser’s agreement to vote its shares of Series F Preferred Stock in accordance with clause (i) above, does not require the Purchaser to vote such shares for or against any particular proposal or proposals, whether or not such proposal or proposals are recommended by the Board of Directors.
Series F MUST attend and vote on the proposal, but not necessarily in accordance with the board recommendations.
8-K
4 Mar 22
covenants that such Purchaser will not convert any shares of Preferred Stock and such Purchaser will not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock.
They have to maintain the super-voting shares.
8-K
4 Mar 22
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