Stock Split and Reverse Stock Split. If, on or after the receipt by the Company of a request for registration of a public offering pursuant to Section 3.2 hereof, the proposed managing underwriter or underwriters of such offering reasonably believes that the number of shares to be registered is not the number necessary for the success of such offering, the Company shall use its best efforts to cause each share of its outstanding Common Stock to be converted into such number of shares of such Common Stock so that the number of shares of Registrable Securities to be registered is equal to the number which such managing underwriter or underwriters reasonably believes is necessary for the success of such offering. If necessary in connection therewith, the Company shall use its best efforts to cause to be recommended, approved and adopted by its Board and approved and adopted by its stockholders, and, if so approved and adopted, file and cause to become effective, an amendment to its certificate of incorporation increasing the number of shares of Common Stock which the Company is authorized to issue. Each Stockholder, together with its Permitted Transferees, hereby agrees to vote the Shares held by it in favor of adopting such amendment.
Appears in 2 contracts
Sources: Stockholders Agreement (Jillians Entertainment Corp), Stockholders Agreement (Jillians Entertainment Corp)
Stock Split and Reverse Stock Split. If, on or after the receipt by the Company of a request for registration of a public offering pursuant to Section 3.2 hereof, the proposed managing underwriter or underwriters of such offering reasonably believes that the number of shares to be registered is not the number necessary for the success of such offering, the Company shall use its best efforts to cause each share of its outstanding Common Stock to be converted into such number of shares of such Common Stock so that the number of shares of Registrable Securities to be registered is equal to the number which such managing underwriter or underwriters reasonably believes is necessary for the success of such offering. If necessary in connection therewith, the Company shall use its best efforts to cause to be recommended, approved and adopted by its Board of Directors and approved and adopted by its stockholdersshareholders, and, if so approved and adopted, file and cause to become effective, an amendment to its certificate articles of incorporation increasing the number of shares of Common Stock which the Company is authorized to issue. Each StockholderShareholder, together with its Permitted Transferees, hereby agrees to vote the Shares held by it in favor of adopting such amendment.
Appears in 1 contract
Sources: Shareholder Agreement (Rayovac Corp)