Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws or if determined by the Board to be necessary or desirable for any reason (including but not limited to the satisfaction of the Inducement Listing Rule or other listing requirements on a stock exchange).

Stockholder Approval. If applicable, the Company shall hold an annual or special meeting of stockholders on or prior to the date that is sixty (60) days following the Offer Expiration Time for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s board of directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every sixty (60) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the New Warrants are no longer outstanding.

Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

Stockholder Approval. To the extent required by applicable law, the Plan will be subject to approval of the Company’s stockholders within 12 months of its adoption date. To the extent required by applicable law, any amendment of the Plan will be subject to the approval of the Company’s stockholders within 12 months of the amendment date if it # increases the number of Shares available for issuance under the Plan (except as provided in Section 8), or # materially changes the class of persons who are eligible for the grant of ISOs. In addition, an amendment effecting any other material change to the Plan terms will be subject to approval of the Company’s stockholder only if required by applicable law. Stockholder approval shall not be required for any other amendment of the Plan.

Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

Stockholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval.

Stockholder Approval. If applicable, the Company shall hold an annual or special meeting of stockholders on or prior to the date that is sixty (60) days following the Offer Expiration Time for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s board of directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every sixty (60) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the New Warrants are no longer outstanding.

Stockholder Approval. Notwithstanding anything to the contrary herein, no Purchaser shall have the right to exercise any Pre-Funded Warrant if at the time of such exercise, such exercise would violate, or would result in a violation by the Company of, any Nasdaq Stock Market Rule (and any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including, without limitation, Nasdaq Stock Market Rule 5635(b) relating to a change of control and Nasdaq Stock Market Rule 5635(d) relating to private issuances. In the event an exercise of any Pre-Funded Warrant is not permitted pursuant to the foregoing sentence, upon the request of the applicable Purchaser, the Company shall use commercially reasonable efforts to obtain, at the next annual meeting of the stockholders of the Company for which the Company has not already filed proxy statement materials with the SEC following the time when such exercise of a Pre-Funded Warrant is not permitted (the “Applicable Annual Stockholders’ Meeting”), the approval by the holders of Common Stock that are required under the listing standards of The Nasdaq Stock Market (and any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), to permit the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrants, including, if applicable, above relevant thresholds included in such rules (“Stockholder Approval”). Such commercially reasonable efforts will include subject to the board of directors’ fiduciary duties, a recommendation by the Company’s board of directors that the Company’s stockholders approve such proposal. If the Stockholder Approval is not obtained at the Applicable Annual Stockholders’ Meeting or an adjournment or postponement thereof, then the Company agrees to also submit the Stockholder Approval to its stockholders at subsequent annual meetings of the Company until the earliest to occur of: # the Stockholder Approval; or # the second annual meeting of the stockholders of the Company (or an adjournment or postponement thereof) following the Applicable Annual Stockholders’ Meeting.