Common use of Constating Documents Clause in Contracts

Constating Documents. (A) To the extent any Transfer is permitted pursuant to the terms of this Agreement, the Company shall use reasonable best efforts, including without limitation taking all such steps as may reasonably be within its powers, to permit such Transfer to be effected in compliance with the terms of this Agreement and the Constating Documents. (B) The Company, Harbinger and Pinnacle shall each use their respective reasonable best efforts, including without limitation taking all such steps as may reasonably be within their respective powers (including, with respect to each of Harbinger and Pinnacle, voting its respective Voting Securities (or, if more convenient, executing written shareholders’ consent resolutions), so as to cause any Transfer permitted under this Agreement to be deemed a permissible Transfer under Section 2.11 of the Articles of the Company. (C) The Company represents and warrants to Harbinger and Pinnacle that the Board has resolved, by all required corporate action, that any Transfer permitted under this Agreement shall be deemed a permissible Transfer under Section 2.11 of the Articles of the Company and that such Board approval shall satisfy the requirement to obtain the approval of the Board for purposes of Section 2.11 of the Articles of the Company. In addition, the parties hereto agree, in their capacity as holders of a majority of the Common Shares, that any Transfer permitted under this Agreement is hereby approved by them and shall therefore be a permissible Transfer under Section 2.11 of the Articles.

Constating Documents. (A) To the extent any Transfer is permitted pursuant to the terms of this Agreement, the Company shall use reasonable best efforts, including without limitation taking all such steps as may reasonably be within its powers, to permit such Transfer to be effected in compliance with the terms of this Agreement and the Constating Documents. (B) The Company, Harbinger and Pinnacle shall each use their respective reasonable best efforts, including without limitation taking all such steps as may reasonably be within their respective powers (including, with respect to each of Harbinger and Pinnacle, voting its respective Voting Equity Securities (or, if more convenient, executing written shareholders’ consent resolutions), so as to cause any Transfer permitted under this Agreement to be deemed a permissible Transfer under Section 2.11 of the Articles of the Company. (C) The Company represents and warrants to Harbinger and Pinnacle that the Board has resolved, by all required corporate action, that any Transfer permitted under this Agreement shall be deemed a permissible Transfer under Section 2.11 of the Articles of the Company and that such Board approval shall satisfy the requirement to obtain the approval of the Board for purposes of Section 2.11 of the Articles of the Company. In addition, the parties hereto agree, in their capacity as holders of a majority of the Common Shares, that any Transfer permitted under this Agreement is hereby approved by them and shall therefore be a permissible Transfer under Section 2.11 of the Articles.