Covenants of Seller the Company and Buyer. (a) Best Reasonable Efforts to Satisfy Conditions. The parties shall use their best reasonable efforts and fully cooperate to bring about the fulfillment of the Closing Conditions on the earliest possible date. Among other matters, the Company agrees to publish the Shareholders Notice on the Shareholders Notice Date (as contemplated in Section 3.1) and to take such other actions as may be necessary promptly to convene a shareholders meeting, and if a quorum is not present at the first general meeting, a second general meeting as soon as practicable following the Shareholders Notice Date in order to provide the shareholders of the Company with appropriate information and an opportunity (i) to vote with respect to the adoption of the Amended Articles and the election of certain members of the board of directors and (ii) subject to applicable Danish law including Article 44a of the Companies Act, to vote with respect to the proposed Share Buyback and the other actions proposed to be taken by the shareholders of the Company in connection with this Agreement. Seller and Buyer agree to exercise their rights as shareholders of the Company to cause the Company to recommend and adopt the Amended Articles and to authorize and execute the Share Buyback (assuming the events set forth in Section 3.3(b) have been completed) on the terms contemplated in this Agreement and the exhibits hereto. Notwith standing the foregoing and unless this Agreement otherwise terminates, it is further understood and agreed that, in connection with the disposition of substantially all of its remaining equity in the Company, Seller has determined that at general meetings following the Closing it may not be appropriate for Seller to approve the selection of management and accordingly, although Seller's A Shares shall be present and represented at such general meetings for purposes of establishing a quorum, Seller will not vote any of its A Shares at such meetings with respect to the election of nominees to the board of directors of the Company. Until such time as the Amended Articles are adopted, Buyer agrees to abstain from voting at the election of two members of the board of directors consistent with the manner in which Seller presently abstains from voting for such directors as provided for in Article 17(l) of the Articles. Seller shall approve the Amended Articles as contemplated in Article 14(3) of the Articles and further, Seller shall, following Closing and completion under Section 3...
Covenants of Seller the Company and Buyer
