Effectuating the Intent of the Parties. Each Party shall take all action in its power and authority as a direct or indirect shareholder of a member of the Group and, if applicable, vote the shares of such member of the Group and instruct (subject to their fiduciary duties) its designees on any relevant Board and on any committees thereof to exercise their voting rights on each such body in a manner consistent with the rights and obligations of the Parties under this Agreement so as to effectuate and preserve the intent of the Parties as set out herein and satisfy any applicable requirements thereto.
Effectuating the Intent of the Parties. Each Shareholder shall (i) vote its Shares and take all other action in its power and authority as a shareholder of Holdco and (ii) if applicable, instruct its designees on the Holdco Board and Angel Board and on any committees thereof to exercise their voting rights on each such body in a manner consistent with the rights and obligations of the Parties under this Agreement so as to effectuate and preserve the intent of the Parties as set out herein.
Effectuating the Intent of the Parties. (a) Each Shareholder shall (i) vote its Shares, if applicable, and take any and all other action in its power and authority as a shareholder of the Company and (ii) if applicable, to the fullest extent permitted by applicable Law, instruct Directors and members of any committees designated by such Shareholder to exercise their voting rights on each such body in a manner consistent with the rights and obligations of the Parties under this Agreement so as to give effect to and preserve the intent of the parties hereto as set out herein.
(b) The parties hereto acknowledge that in certain instances a provision of this Agreement may be in conflict with applicable Law or may not be enforceable or that its enforceability may be limited by applicable Law or may provide Shareholders with rights that are less favorable to such Shareholders than such Shareholders are otherwise entitled at Law. Nevertheless, the parties hereto agree that they intend to be bound by the terms of this Agreement as drafted and therefore:
(i) to the fullest extent permitted under applicable Law, each party hereto hereby unconditionally and irrevocably waives, renounces and agrees not to invoke the benefit of any right (including any consent or veto right that they may have in their capacity as Shareholders) to the extent that such right is inconsistent or in conflict with any of its obligations hereunder or is in addition to any of its rights hereunder, or in conflict with any other party’s rights hereunder, provided, that each party hereto may invoke any right in support of or as a remedy to enforce any of the rights and obligations of the parties hereunder; and
(ii) if any provision of this Agreement is held to be unenforceable, the parties hereto agree to use their reasonable efforts to implement an alternative enforceable mechanism that would effect, as closely as reasonably possible, the intent of the parties hereto as reflected in or provided by such unenforceable provision.
Effectuating the Intent of the Parties. Each Investor and Luxco shall (i) vote its Shares, xxxxx xxxxxx of attorney, execute documents and take all other action in its power and authority as a shareholder of Luxco or Xxxxxxx Holdings, as the case may be, and (ii) cause its representative(s), nominee(s) or designee(s), as the case may be, on each Board and on any committee thereof to exercise their voting rights on each such body, in a manner consistent with the rights and obligations of the Parties under this Agreement so as to effectuate and preserve the intent of the Parties as set out herein, unless doing so would result in a violation of the fiduciary duties of such representative(s), nominee(s) or designee(s), as the case may be, under Dutch law. Wherever this Agreement requires any of the Parties to take all reasonable action necessary to procure anything or to procure or to cause anything that will in any event include compliance with the aforegoing.
Effectuating the Intent of the Parties. The Company and each Shareholder shall take all actions necessary to give effect to and to preserve the intent of the parties hereto as set out herein, including, with respect to each Shareholder, (a) voting its Shares and taking any and all other action in its power and authority as a shareholder of the Company and (b) if applicable, to the fullest extent permitted by applicable Law (including in relation to fiduciary duties), instructing Directors and members of any committees designated by such Shareholder to exercise their voting rights on each such body in a manner consistent with the rights and obligations of the parties hereto under this Agreement, in each case so as to give effect to and preserve the intent of the parties hereto as set out herein. Notwithstanding anything to the contrary herein, the Company’s obligation to cause the Partnership and its Subsidiaries to take or omit to take any action pursuant to this Agreement shall be deemed to be performed in full so long as the Company directs, and takes all reasonable actions in its power to cause, the Partnership and its Subsidiaries to take or omit to take any such actions; provided that the foregoing shall not require the Company to cause any director of the Partnership to take any actions that would reasonably be expected to violate his or her fiduciary duties under the organizational documents of the Partnership or applicable Law.
Effectuating the Intent of the Parties. Each Shareholder shall take all action in its power and authority and vote its Shares and instruct its designees on the Board and on any Board Committees to exercise their voting rights on each such body, subject always to their statutory and fiduciary duties, in a manner consistent with the rights and obligations of the Parties under this Agreement so as to effectuate and preserve the intent of the Parties as set out herein and satisfy any applicable requirements thereto. In the event that any statutory or fiduciary duties of any of the Parties’ designees on the Board and on any Board Committees (i) does not allow any such designee to take (or omit to take) any action (or omission) required under this Agreement, or (ii) imposes on any such designee any obligation or action which conflicts or is inconsistent with the provisions of this Agreement (the “Conflicted Director”), the relevant Conflicted Director shall immediately notify any such circumstance to the Shareholder(s) that nominated him/her, or proposed his/her co-nomination, and the relevant Shareholder(s) shall promptly replace such Conflicted Director.
