Cooperation of Shareholders. The Shareholders shall cooperate and shall use their best efforts to have AI's independent certified public accountant deliver to DAH on or before 45 days following the Closing Date, the audited financial statements of AI for periods which are presently unaudited and for which DAH will become obligated to include such statements in DAH's filings with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
Cooperation of Shareholders. American Mobile, the Company and the Investors agree to work cooperatively in connection with the preservation, maintenance and any extension or renewal by XM of its SDARS license and to provide (and to cause the Company to provide), with reasonable promptness, such information as may be required or appropriate in accordance with FCC rules, regulations, and processes to preserve, maintain and extend or renew XM's SDARS license.
Cooperation of Shareholders. The Shareholders shall --------------------------- cooperate with Buyer and VFAM and do all things necessary proper or advisable to ensure that the VFAM retains all necessary federal, state, local and governments licenses, permits or registrations required for the conduct or its business, including, without limitation, all broker/dealer and investment advisor registrations required under federal and state law.
Cooperation of Shareholders. The Shareholders shall cooperate with Nations in the conduct of an audit of the Company, including but not limited to the execution of required representation letters, in connection with the preparation of a registration for a securities offering.
Cooperation of Shareholders. In connection with and in order to facilitate an IPO, each Shareholder shall take all such action as is reasonably necessary (including the voting of all equity interests in the Company Offeror owned by such person) in order to effect amendments to the Company Offeror’s organizational documents as are customary for a company which is to engage in an initial public offering of its equity securities and which are reasonably requested by the managing underwriters in order to expedite or facilitate the disposition of the equity securities of the Company Offeror in connection with such offering; provided, however, that no Shareholder (in its capacity as such) holding a certain type or class of Shares shall be required to take any actions not required from the other Shareholders holding the same type or class of Shares; provided, further, that no such action shall result (or reasonably be expected to result) in an impairment of the relative economic entitlements of any Shares. For purposes of the foregoing proviso, all Common Shares shall be considered the same type or class of Shares. Each Shareholder hereby (i) consents to any such exchange of Shares involving a Company Offeror and (ii) agrees to execute, acknowledge and deliver any further agreements, documents or instruments reasonably necessary or customary in connection with this Section 9.1.
Cooperation of Shareholders. Motient, the Company and the Investors agree to work cooperatively in connection with the preservation, maintenance and any extension or renewal by XM Radio Inc. of its SDARS license and to provide (and to cause the Company to provide), with reasonable promptness, such information, and assist in making all filings, as may be required or appropriate in accordance with the Communications Act, FCC rules, regulations, and processes to preserve, maintain and extend or renew XM Radio Inc.'s SDARS license.
Cooperation of Shareholders. With respect to any Tag-Along Sale which complies with the terms of this Section 6, each participating Tag-Along Seller (i) shall effect such transactions as are reasonably necessary or advisable to implement the Tag-Along Sale, as determined by the Board in the light of any business, taxation or marketability concerns, (ii) hereby agrees to use his, her or its best endeavours to effect such Tag- Along Sale as expeditiously as practicable, including by providing details of a bank account held in the name of the relevant Shareholder, delivering all documents and entering into any instrument, undertaking or obligation necessary to implement the Tag- Along Sale or reasonably requested by the Board or the Tag-Along Majority Shareholder in order to implement the Tag-Along Sale, and (iii) hereby consents to the taking of any step by the Company which is necessary or desirable as determined by the Board to effect any legal formalities in connection with the Transfer of Securities subject to such Tag-Along Sale.
Cooperation of Shareholders. With respect to any Drag-Along Sale which complies with the terms of this Section 7, each Shareholder (i) shall effect such transactions as are reasonably necessary or advisable to implement the Drag-Along Sale, as determined by the Board in the light of any business, taxation or marketability concerns, (ii) hereby agrees to use his, her or its best endeavours to effect such Drag-Along Sale as expeditiously as practicable, including by providing details of a bank account held in the name of the relevant Shareholder, delivering all documents and entering into any instrument, undertaking or obligation necessary to implement the Drag-Along Sale or reasonably requested by the Board or the Majority Shareholder in order to implement such Drag-Along Sale (provided that any Drag-Along Seller shall not be compelled to give any warranties pursuant to such Drag-Along Sale except in respect of its identity, due authorisation, non-contravention, and ownership (free and clear title) of the Securities owned by that Drag-Along Seller which are subject to such Drag-Along Sale) and (iii) hereby consents to the taking of any step by the Company (as applicable) which is necessary or desirable as determined by the Board to effect any legal formalities in connection with the Transfer of his, her or its Securities which are subject to such Drag-Along Sale.
Cooperation of Shareholders. In respect of the actions and matters contemplated in this Agreement, the Parties shall take all actions reasonably requested by the Board to implement any decision of the Board validly approved under the terms of this Agreement, including voting at all meetings in person or by proxy and executing a written consent in favour of any such action or matter validly approved by the Board. In the event that the law of England and Wales requires any greater or other approval, including any approval of Shareholders or group of Shareholders, in respect of any such action or matter validly approved under the terms of this Agreement, the Parties covenant to promptly provide such approval for such action or matter.
Cooperation of Shareholders. Each Shareholder agrees to cooperate --------------------------- with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and Chase Venture Capital Associates, L.P. ("CVCA"), which is attached as Exhibit G to that certain Preferred Stock Purchase Agreement dated as of January 10, 1997, with respect to the issuance of the Series D Preferred Stock, regarding small business matters (the "Small Business Sideletter"), including without limitation voting to approve amending the Company's Articles of Incorporation, By-laws or this Agreement in a manner reasonably requested by CVCA or any Regulated Holder (as defined in the Small Business Sideletter) entitled to make such request pursuant to the Small Business Sideletter. Notwithstanding anything contained in this Section 6 to the contrary, no Shareholder shall be required under this Section 6 to take any action that could reasonably be expected to adversely affect in any material respect (i) such Shareholder's rights under this Agreement or as a shareholder of the Company, or (ii) the economic value of the Company or of a Shareholder's interest in the Company.
