Common use of Implementation of and Compliance with Agreement Clause in Contracts

Implementation of and Compliance with Agreement. Each Party undertakes: (a) to comply with its obligations under this Agreement; (b) to act in a good faith and constructive manner such as to give effect to the provisions of this Agreement, including attending, participating in and voting at General Meetings, and by causing its nominees on the Board to attend, participate in and vote at meetings of the Board; (c) not to take, or permit any of its Affiliates to take, any action permitted by Bermuda Law which would allow such Party or its Affiliates to prevent the approval by the Board or the General Meeting, as applicable, of any action which is specified in Section 5.02 as an action for which such Party and its Affiliates are required to vote their Shares and cause the Directors nominated by it or them to vote in favor of approving; and (d) not to vote for, nor permit any of its Affiliates to vote for, and will, and will cause its Affiliates to, vote against, to the extent permitted thereby, any resolutions or proposals submitted to a General Meeting that have not been approved by the requisite majority of the Board in accordance with this Agreement or that have not been otherwise pre-approved by the Parties in writing, if such resolutions or proposals relate to (i) the Board (including its size, structure, procedural matters, composition or the removal of Directors), (ii) the CEO (including the CEO’s selection, removal or qualifications), or (iii) any M&A Transaction.