Common use of APPROVALS AND WAIVERS Clause in Contracts

APPROVALS AND WAIVERS. (a) By entering into this Agreement, each Selling Shareholder hereby approves the Transaction pursuant to their approval rights under the Shareholders Agreement and the Constitution and waives any other rights they may have under the Shareholders Agreement or the Constitution in connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and powers available to it, and shall procure its appointed Directors (as the case may be) to approve such resolutions, as may be necessary to implement the transfer of the Purchased Shares and the issuance of the convertible notes in connection with the Signing Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the Constitution. (b) By entering into this Agreement, each Selling Shareholder hereby agrees and acknowledges that the issuance of the additional options set forth under the column “Issued Options (immediately prior to Closing)” in Schedule 1.1(d) has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement or the Constitution in connection with such issuance; provided, however, that the Terminated Options set forth in Schedule 1.1(d) for Gxxx Xxx shall be deemed issued to him at Closing with the right to receive payment under Section 2.1(c), and only the difference between his Issued Options (immediately prior to Closing) and Terminated Options, each as set forth on Schedule 1.1(d), shall be actually issued immediately prior to Closing. (c) Subject to the consummation of the Closing pursuant to this Agreement, each Selling Shareholder hereby elects to convert all Preference Shares held by it into Ordinary Shares effective immediately upon the Closing, such conversion to occur at such time without any further action on the part of the Company or the Selling Shareholders. During the Restricted Period, each Selling Shareholder hereby agrees to vote at any meeting of the shareholders of the Company, and to act by written consent of the shareholders of the Company, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under this Agreement or that would reasonably be expected to frustrate, prevent or interfere with the Closing. (d) During the Restricted Period, each Selling Shareholder agrees, and will cause its representatives, to take any action reasonable requested by the Purchaser in order to effectuate the purposes and terms contained in this Agreement and the Transaction Documents. (e) Each Selling Shareholder agrees that, during the Restricted Period, and subject to the consummation of the Closing pursuant to this Agreement, if the Company or the Purchaser is unable, due to such Selling Shareholder’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure such Selling Shareholder’s signature with respect to any stock assignment or instrument of transfer required to be executed by such Selling Shareholder pursuant to the terms and conditions of this Agreement to effect the Closing, then such Selling Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Selling Shareholder’s agent and attorney- in-fact, to act for and on such Selling Shareholder’s behalf to execute and file such stock assignment or instrument of transfer with the same legal force and effect as if executed by such Selling Shareholder. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable during the Restricted Period. Each Party further agrees and acknowledges that this Agreement may be shared with a third party with the mutual consent of the Company and the Purchaser, for purposes of effecting the power of attorney given by each such Selling Shareholder in this provision.

APPROVALS AND WAIVERS. (a) By entering into this AgreementEach Party agrees to act in good will and good faith and to seek, each Selling Shareholder hereby approves and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the Transaction pursuant to their approval rights under transfer and conveyance of the Shareholders Agreement Assigned Interest as specified in Section 2.1 and the Constitution and waives any other rights they may have under vesting thereof in Purchaser on the Shareholders Agreement or the Constitution in connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and powers available to it, and shall procure its appointed Directors (as the case may be) to approve such resolutions, as may be necessary to implement the transfer of the Purchased Shares and the issuance of the convertible notes in connection with the Signing Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the ConstitutionClosing Date. (b) By entering into this Agreement, each Selling Shareholder hereby Each Party agrees to act in good will and acknowledges that the issuance of the additional options set forth under the column “Issued Options (immediately prior good faith and to Closing)” in Schedule 1.1(d) has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement or the Constitution in connection with such issuance; provided, however, that the Terminated Options set forth in Schedule 1.1(d) for Gxxx Xxx shall be deemed issued to him at Closing with the right to receive payment under Section 2.1(c)seek, and only to do all things reasonably necessary to obtain the difference between his Issued Options (immediately prior to Closing) and Terminated Options, each as set forth on Schedule 1.1(d), shall be actually issued immediately prior to ClosingRegulatory Approval or its waiver. (c) Subject Following the Closing Date: (i) Purchaser shall forthwith after the Closing Date deliver to AXX, the AXX Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that AXX has issued the AXX Approval for the E&P Contract, notify Purchaser of issuance of the AXX Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from AXX the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(c)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the consummation AXX; and (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Closing pursuant Contract Amendment, provide to this Agreement, each Selling Shareholder hereby elects to convert all Preference Shares held by it into Ordinary Shares effective immediately upon the Closing, such conversion to occur at such time without any further action on the part Purchaser a copy of the Company or the Selling Shareholders. During the Restricted Period, each Selling Shareholder hereby agrees to vote at any meeting of the shareholders of the Company, and to act by written consent of the shareholders of the Company, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under this Agreement or that would reasonably be expected to frustrate, prevent or interfere with the Closingsaid document. (d) During the Restricted PeriodSubject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each Selling Shareholder agrees, of the Parties shall provide such documentation and will cause its representatives, to take any action reasonable information which may be requested by AXX in respect of the Purchaser in order to effectuate evaluation of the purposes and terms contained in this Agreement and granting of the Transaction DocumentsAXX Approval. (e) Each Selling Shareholder In the event that the AXX rejects the Assignment Request, refuses to grant the AXX Approval or requests additional information in order to process the Assignment Request, Seller agrees that, during the Restricted Period, and subject to the consummation of the Closing pursuant to this Agreement, if the Company or the Purchaser is unable, due to such Selling Shareholder’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure such Selling Shareholder’s signature with respect to any stock assignment or instrument of transfer required to be executed by such Selling Shareholder pursuant to the terms and conditions of this Agreement to effect the Closing, then such Selling Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Selling Shareholder’s agent and attorney- in-fact, to act for and on such Selling Shareholder’s behalf to execute and file such stock assignment or instrument of transfer with the same legal force and effect as if executed by such Selling Shareholder. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable during the Restricted Period. Each Party further agrees obliged to submit any and acknowledges that this Agreement all information and take all legal actions including execution of agreements documents as may be shared with a third party with required by Purchaser as many times as it is necessary to obtain the mutual consent AXX Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the Company and the Purchaser, for purposes of effecting the power of attorney given by each such Selling Shareholder in this provisionAXX Approval as contemplated herein is obtained.

APPROVALS AND WAIVERS. (a) By entering into this AgreementEach Party agrees to act in good will and good faith and to seek, each Selling Shareholder hereby approves and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the Transaction pursuant to their approval rights under transfer and conveyance of the Shareholders Agreement Assigned Interest as specified in Section 2.1 and the Constitution and waives any other rights they may have under vesting thereof in Purchaser on the Shareholders Agreement or the Constitution in connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and powers available to it, and shall procure its appointed Directors (as the case may be) to approve such resolutions, as may be necessary to implement the transfer of the Purchased Shares and the issuance of the convertible notes in connection with the Signing Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the ConstitutionClosing Date. (b) By entering into this AgreementFollowing the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to AXX, the AXX Assignment Request and the Deed of Assignment and Assumption Agreement for each Selling Shareholder hereby agrees and acknowledges of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that AXX has issued the AXX Approval for the E&P Contract, notify Purchaser of issuance of the additional options AXX Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from AXX the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the AXX; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set forth under out in the column “Issued Options Put-8 JOA; and (immediately prior to Closing)” vii) Seller shall, forthwith after it receives the elections in Schedule 1.1(d) has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement respect of either ROFR Notice or the Constitution expiry of the time period provided for in connection with such issuance; providedthe applicable ROFR Notice, howeverwhichever occurs first, that notify Purchaser of the Terminated Options set forth in Schedule 1.1(d) for Gxxx Xxx shall be deemed issued to him at Closing with the right to receive payment under Section 2.1(c), and only the difference between his Issued Options (immediately prior to Closing) and Terminated Options, each as set forth on Schedule 1.1(d), shall be actually issued immediately prior to Closing.election (c) Subject to the consummation any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Closing pursuant to this AgreementParties shall provide such documentation and information, each Selling Shareholder hereby elects to convert all Preference Shares held which may be requested by it into Ordinary Shares effective immediately upon the Closing, such conversion to occur at such time without any further action on the part AXX in respect of the Company or the Selling Shareholders. During the Restricted Period, each Selling Shareholder hereby agrees to vote at any meeting evaluation of the shareholders granting of the Company, and to act by written consent of the shareholders of the Company, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under this Agreement or that would reasonably be expected to frustrate, prevent or interfere with the ClosingAXX Approval. (d) During In the Restricted Periodevent that the AXX rejects the Assignment Request, each Selling Shareholder agrees, and will cause its representatives, refuses to take any action reasonable requested by grant the Purchaser AXX Approval or requests additional information in order to effectuate process the purposes and terms contained in this Agreement and the Transaction Documents. (e) Each Selling Shareholder Assignment Request, Seller agrees that, during the Restricted Period, and subject to the consummation of the Closing pursuant to this Agreement, if the Company or the Purchaser is unable, due to such Selling Shareholder’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure such Selling Shareholder’s signature with respect to any stock assignment or instrument of transfer required to be executed by such Selling Shareholder pursuant to the terms and conditions of this Agreement to effect the Closing, then such Selling Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Selling Shareholder’s agent and attorney- in-fact, to act for and on such Selling Shareholder’s behalf to execute and file such stock assignment or instrument of transfer with the same legal force and effect as if executed by such Selling Shareholder. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable during the Restricted Period. Each Party further agrees obliged to submit any and acknowledges that this Agreement all information and take all legal actions including execution of agreements documents as may be shared with a third party with required by Purchaser as many times as it is necessary to obtain the mutual consent AXX Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the Company and the Purchaser, for purposes of effecting the power of attorney given by each such Selling Shareholder in this provisionAXX Approval as contemplated herein is obtained.

APPROVALS AND WAIVERS. (a) By entering into this AgreementEach Party agrees to act in good will and good faith and to seek, each Selling Shareholder hereby approves and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the Transaction pursuant to their approval rights under transfer and conveyance of the Shareholders Agreement Assigned Interest as specified in Section 2.1 and the Constitution and waives any other rights they may have under vesting thereof in Purchaser on the Shareholders Agreement or the Constitution in connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and powers available to it, and shall procure its appointed Directors (as the case may be) to approve such resolutions, as may be necessary to implement the transfer of the Purchased Shares and the issuance of the convertible notes in connection with the Signing Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the ConstitutionClosing Date. (b) By entering into this AgreementFollowing the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to XXX, the XXX Assignment Request and the Deed of Assignment and Assumption Agreement for each Selling Shareholder hereby agrees and acknowledges of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that XXX has issued the XXX Approval for the E&P Contract, notify Purchaser of issuance of the additional options XXX Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from XXX the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the XXX; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set forth under out in the column “Issued Options Put-8 JOA; and (immediately prior to Closing)” vii) Seller shall, forthwith after it receives the elections in Schedule 1.1(d) has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement respect of either ROFR Notice or the Constitution expiry of the time period provided for in connection with such issuance; providedthe applicable ROFR Notice, howeverwhichever occurs first, that notify Purchaser of the Terminated Options set forth in Schedule 1.1(d) for Gxxx Xxx shall be deemed issued to him at Closing with the right to receive payment under Section 2.1(c), and only the difference between his Issued Options (immediately prior to Closing) and Terminated Options, each as set forth on Schedule 1.1(d), shall be actually issued immediately prior to Closing.election (c) Subject to the consummation any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Closing pursuant to this AgreementParties shall provide such documentation and information, each Selling Shareholder hereby elects to convert all Preference Shares held which may be requested by it into Ordinary Shares effective immediately upon the Closing, such conversion to occur at such time without any further action on the part XXX in respect of the Company or the Selling Shareholders. During the Restricted Period, each Selling Shareholder hereby agrees to vote at any meeting evaluation of the shareholders granting of the Company, and to act by written consent of the shareholders of the Company, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under this Agreement or that would reasonably be expected to frustrate, prevent or interfere with the ClosingXXX Approval. (d) During In the Restricted Periodevent that the XXX rejects the Assignment Request, each Selling Shareholder agrees, and will cause its representatives, refuses to take any action reasonable requested by grant the Purchaser XXX Approval or requests additional information in order to effectuate process the purposes and terms contained in this Agreement and the Transaction Documents. (e) Each Selling Shareholder Assignment Request, Seller agrees that, during the Restricted Period, and subject to the consummation of the Closing pursuant to this Agreement, if the Company or the Purchaser is unable, due to such Selling Shareholder’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure such Selling Shareholder’s signature with respect to any stock assignment or instrument of transfer required to be executed by such Selling Shareholder pursuant to the terms and conditions of this Agreement to effect the Closing, then such Selling Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Selling Shareholder’s agent and attorney- in-fact, to act for and on such Selling Shareholder’s behalf to execute and file such stock assignment or instrument of transfer with the same legal force and effect as if executed by such Selling Shareholder. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable during the Restricted Period. Each Party further agrees obliged to submit any and acknowledges that this Agreement all information and take all legal actions including execution of agreements documents as may be shared with a third party with required by Purchaser as many times as it is necessary to obtain the mutual consent XXX Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the Company and the Purchaser, for purposes of effecting the power of attorney given by each such Selling Shareholder in this provisionXXX Approval as contemplated herein is obtained.