Cooperation by Shareholders Clause Samples
The Cooperation by Shareholders clause requires shareholders to actively support and facilitate the implementation of the agreement’s terms. In practice, this may involve providing necessary information, signing documents, or taking specific actions needed to complete transactions or fulfill regulatory requirements. Its core function is to ensure that all shareholders work collaboratively to avoid delays or obstacles, thereby promoting smooth execution and compliance with the agreement.
Cooperation by Shareholders. The Shareholders will cooperate with Rio Vista as reasonably requested by Rio Vista in connection with the preparation and filing of any Registration Statement. Each of the Shareholders will furnish to Rio Vista such information regarding itself, the common units held by it, and the intended method of disposition of such common units as shall be reasonably required to cause the effectiveness of the Registration Statement and will execute and deliver such documents in connection with the Registration Statement as Rio Vista may reasonably request. Each of the Shareholders will, upon receipt of notice from Rio Vista of any event requiring suspension of the use of the prospectus included as part of the Registration Statement, immediately discontinue disposition of common units pursuant to the Registration Statement until such Shareholder’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Each of the Shareholders covenants and agrees that he will comply with the prospectus delivery requirements of the Securities Act of 1933 as applicable to him or comply with the provisions of an exemption from such prospectus delivery requirements in connection with sales of common units pursuant to the Registration Statement.
(k) Paragraph 12.5 of the Agreement is deleted in its entirety and the following is substituted therefore:
Cooperation by Shareholders. Each Shareholder shall, including at any time after such Shareholder withdraws from the Trust or otherwise ceases to be a Shareholder, use its reasonable efforts to take all actions requested by the Partnership Representative, including timely revision of requested information and consents in any manner permitted by the Partnership Audit Rules, in connection with the designation of the Partnership Representative for the Trust for all U.S. federal income tax purposes set forth in the Code (or similar designation under similar or analogous state, local or non-U.S. law) and in connection with implementing any elections or decisions made by the Partnership Representative related to any tax audit or examination of the Trust (including to implement any modifications to any imputed underpayment or similar amount under Section 6225(c) of the Code, any elections under Sections 6221 or 6226 and any administrative adjustment request under Section 6227 of the Code).
Cooperation by Shareholders a. It shall be a condition precedent to the obligations of the Company with respect to the Piggyback Registration rights of any Shareholder, that such Shareholder offering Shares in a Piggyback Registration will furnish to the Company in writing such information as the Company may reasonably request from such Shareholder, and otherwise reasonably cooperate with the Company and its counsel and managing underwriter(s) in connection with any registration with respect to such Shareholder’s Shares.
b. The failure of any Shareholder offering Shares in a Piggyback Registration to furnish any information or documents in accordance with any provision contained in this Agreement shall not affect the obligations of the Company hereunder to any other Shareholders who do furnish such information and documents unless, in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the offering or the legality of any registration statements in connection therewith. For the avoidance of doubt, the failure of any Shareholder offering Shares in a Piggyback Registration to furnish any information or documents in accordance with any provision contained in this Agreement will cause such Shareholder to lose such Shareholder’s participation rights in such Piggyback Registration.
c. At the end of any period during which the Company is obligated to keep any registration statement current and effective as provided in Section 7, the Shareholders whose Shares are included in such registration statement shall discontinue sales of Shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold. Each such Shareholder shall notify the Company of the number of Shares registered for the benefit of such Shareholder which remain unsold promptly after receipt of such notice from the Company.