Amendment of the Certificate. (a) The Company covenants to amend the definition of "Applicable Percentage" in the Certificate as soon as practicable after the date hereof to read as follows: "Applicable Percentage shall mean 25%." The undersigned shareholder hereby consents to a resolution of shareholders necessary to approve the foregoing change to the Certificate, and specifically grants ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ a proxy to cast the undersigned's vote as shareholder for such a resolution at any meeting of the holders of Series A Preferred Stock called to consider such an amendment, and appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as the undersigned's attorney-in-fact to execute in the name of the undersigned a statement of consent of the holders of Series A Preferred Stock approving such a resolution. (b) The Company further agrees that if, for any reason, such amendment is not made prior to the occurrence of a Silicon Isotope Transaction (as defined in the Certificate), the holders of the Series A Preferred Stock shall have the same rights and shall receive the same benefits (including Exchange Interests and Transaction Cash Proceeds, as defined in the Certificate) as if such amendment had been accomplished.
Appears in 2 contracts
Sources: Subscription Agreement (Grossman Richard /Ny/), Subscription Agreement (Isonics Corp)