Common use of Pledgors’ Undertakings Clause in Contracts

Pledgors’ Undertakings. 10.1 The Pledgor must, with reference to the Pledged Shares: 10.1.1 without prejudice to Paragraph 9.3 above, from time to time and at any time, promptly and at its own expense enter into and execute any further documents and deeds and undertake all further actions (including making all filings and registrations) which are necessary and requested by the Security Trustee in order to create, perfect, protect and maintain the effectiveness of the pledge created by this Agreement or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law and/or to facilitate the realisation of the Pledged Shares. For the avoidance of doubt, the undertaking in this Paragraph 10.1.1 shall include an undertaking by the Pledgor to enter into and execute any deeds of confirmation under Article 1232 of the Italian Civil Code which may be requested by the Security Trustee upon a change in all or any of the Secured Contracts or a change in all or any of the Secured Obligations; 10.1.2 during the continuance of an Enforcement Event deliver to the Security Trustee a copy of any notice convening a shareholders' meeting of the Company, whether ordinary or extraordinary, at least 10 (ten) Business Days before the date the meeting is convened, together with all related attachments and any other notices related to the shareholders' meetings and sent by the Company to its shareholders; 10.1.3 during the continuance of an Enforcement Event deliver to the Security Trustee a notice summarising the items on the proposed agenda of any total shareholders' meeting (assemblea totalitaria) of the Company, at least 5 (five) Business Days before the date scheduled for the meeting, which will be binding on the Pledgor after receipt of such notice by the Security Trustee; 10.1.4 except as not expressly prohibited under the terms of the Indentures, not: (a) create or permit to arise any mortgage, charge or lien or other security interest on the Pledged Shares or any interest in or part of the Pledged Shares; or (b) sell or attempt to sell or otherwise dispose of the Pledged Shares or any interest in or part of the Pledged Shares. 10.1.5 without prejudice and in addition to Article 8, grant in pledge in favour of the Security Trustee, under terms substantially equivalent to the terms of this Agreement, any additional shares of the Company which for any reason may be assigned to the Pledgor; and 10.1.6 deliver to the Security Trustee, within 10 (ten) Business Days after the execution of this Agreement, a copy of a letter signed by the Company, in which the Company acknowledges the obligations created pursuant to this Agreement. 10.2 The costs arising as a result of the above-mentioned obligations will be borne by the Pledgor.

Pledgors’ Undertakings. 10.1 The 8.1 Unless otherwise expressly permitted by the Subscription Agreements, the Notes or other relating agreements, the Pledgor mustshall: 8.1.1 not sell, with reference transfer, exchange or otherwise dispose of the Pledged Shares and not to execute any agreements or deeds or consent to any act causing restictions or limitations in relation to the Pledged Shares:; 10.1.1 without prejudice 8.1.2 exercise the voting rights attached to Paragraph 9.3 the Pledged Shares, whilst and until it has the right thereto pursuant to article 6.2 above, in a manner which does not prejudice the rights and interests of the Noteholders as owners of the security rights applicable to the Pledged Assets and, in general, not take or omit to take any action which would adversely affect the validity of the pledge provided for by this agreement, its enforceability or would diminish the value of the Pledged Assets; 8.1.3 not consent to the creation of any privilege or third party right, security or any other charge with respect to the Pledged Assets, with the exception of those rights and privileges arising directly and exclusively out of the law; 8.1.4 co-operate with the Noteholders’ Representative for the purposes of defending the rights of the latter relating to the Pledged Assets against the claims of any third parties; 8.1.5 from time to time and at any time, promptly and at its own expense enter into and execute any further documents and deeds and undertake all further actions (including making all filings and registrations) which are might be necessary and requested by or which the Security Trustee Noteholders’ Representative should reasonably request in order to create, perfect, protect to: (1) perfect and maintain the effectiveness of the pledge created constituted by this Agreement or for agreement and/or (2) allow the Noteholders to exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant their rights with respect to this Agreement or by law and/or to facilitate the realisation of the Pledged Shares. For the avoidance of doubt, the undertaking in this Paragraph 10.1.1 shall include an undertaking by the Pledgor to enter into and execute any deeds of confirmation under Article 1232 of the Italian Civil Code which may be requested by the Security Trustee upon a change in all or any of the Secured Contracts or a change in all or any of the Secured ObligationsAssets; 10.1.2 during the continuance of an Enforcement Event deliver 8.1.6 promptly send to the Security Trustee a Noteholders’ Representative copy of any notice convening a shareholders' meeting of the Company, whether ordinary material communication or extraordinary, at least 10 (ten) Business Days before the date the meeting is convened, together with all related attachments and any other notices related information received in relation to Gentium or to the shareholders' meetings and sent by the Company to its shareholdersPledged Assets; 10.1.3 during 8.1.7 inform the continuance Noteholders’ Representative of an Enforcement Event deliver any eventual claim or action brought by any party in relation to the Security Trustee a notice summarising the items on the proposed agenda of any total shareholders' meeting (assemblea totalitaria) of the Company, at least 5 (five) Business Days before the date scheduled for the meeting, which will be binding on the Pledgor after receipt of such notice by the Security Trustee; 10.1.4 except as not expressly prohibited under the terms of the Indentures, not: (a) create or permit to arise any mortgage, charge or lien or other security interest on the Pledged Shares or any interest in or part of the Pledged Shares; or (b) sell or attempt to sell or otherwise dispose of the Pledged Shares or any interest in or part of the Pledged SharesAssets. 10.1.5 without prejudice and in addition to Article 8, grant in pledge in favour of the Security Trustee, under terms substantially equivalent to the terms of this Agreement, any additional shares of the Company which for any reason may be assigned to the Pledgor; and 10.1.6 deliver to the Security Trustee, within 10 (ten) Business Days after the execution of this Agreement, a copy of a letter signed by the Company, in which the Company acknowledges the obligations created pursuant to this Agreement. 10.2 8.2 The costs arising as a result of the above-mentioned obligations will shall be borne by the Pledgor.

Pledgors’ Undertakings. 10.1 The Each Pledgor must, with reference to the Pledged Shares: 10.1.1 without prejudice to Paragraph 9.3 above, from time to time and at any time, promptly and at its own expense enter into and execute any further documents and deeds and undertake all further actions (including making all filings and registrations) which are necessary and requested by the Security Trustee in order to create, perfect, protect and maintain the effectiveness of the pledge created by this Agreement or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law and/or to facilitate the realisation of the Pledged Shares. For the avoidance of doubt, the undertaking in this Paragraph 10.1.1 shall include an undertaking by the Pledgor Pledgors to enter into and execute any deeds of confirmation under Article 1232 of the Italian Civil Code which may be requested by the Security Trustee upon a change in all or any of the Secured Contracts or a change in all or any of the Secured Obligations; 10.1.2 during the continuance of an Enforcement Event deliver to the Security Trustee a copy of any notice convening a shareholders' meeting of the Company, whether ordinary or extraordinary, at least 10 (ten) Business Days before the date the meeting is convened, together with all related attachments and any other notices related to the shareholders' meetings and sent by the Company to its shareholders; 10.1.3 during the continuance of an Enforcement Event deliver to the Security Trustee a notice summarising the items on the proposed agenda of any total shareholders' meeting (assemblea totalitaria) of the Company, at least 5 (five) Business Days before the date scheduled for the meeting, which will be binding on the Pledgor Pledgors after receipt of such notice by the Security Trustee; 10.1.4 except as not expressly prohibited under the terms of the Indentures, not: (a) create or permit to arise any mortgage, charge or lien or other security interest on the Pledged Shares or any interest in or part of the Pledged Shares; or (b) sell or attempt to sell or otherwise dispose of the Pledged Shares or any interest in or part of the Pledged Shares. 10.1.5 without prejudice and in addition to Article 8, grant in pledge in favour of the Security Trustee, under terms substantially equivalent to the terms of this Agreement, any additional shares of the Company which for any reason may be assigned to the PledgorPledgors; and 10.1.6 deliver to the Security Trustee, within 10 (ten) Business Days after the execution of this Agreement, a copy of a letter signed by the Company, in which the Company acknowledges the obligations created pursuant to this Agreement. 10.2 The costs arising as a result of the above-mentioned obligations will be borne by the PledgorPledgors.