Shareholder Obligations. Shareholder may not participate in any underwritten offering pursuant to this Agreement unless Shareholder (i) agrees to only sell Registrable Securities on the basis reasonably provided in any underwriting agreement and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by INC.
Shareholder Obligations. The liability of Shareholders hereunder shall be joint and several with Seller and with the other Shareholders. Where in this Agreement provision is made for any action to be taken or not taken by Seller, Shareholders jointly and severally undertake to cause Seller to take or not take such action, as the case may be. Without limiting the generality of the foregoing, Shareholders shall be jointly and severally liable with Seller for the indemnities set forth in Article 11.
Shareholder Obligations. Each Shareholder shall comply with the provisions of this Agreement in relation to its investment in the Company and in transacting business with the Company and shall exercise its rights and powers in accordance with and so as to give effect to this Agreement.
Shareholder Obligations. (a) Metrogas must fulfill its obligations under this Agreement and the CIPA; however, any disputes arising between Metrogas and the Company with respect to the CIPA or performance thereunder shall be resolved in accordance with the provisions of such CIPA, and shall be subject to the remedies contained therein.
(b) Willxxxx xxxt fulfill or cause to be fulfilled its obligations under this Agreement and the Technical Services Agreement; however, any disputes arising between Willxxxx xxx the Company with respect to the Technical Services Agreement or performance thereunder shall be resolved in accordance with the provisions of such Technical Services Agreement, and shall be subject to the remedies contained therein.
(c) The Shareholders shall be obligated to undertake or cause to be undertaken all acts necessary in order for the Business to be developed in accordance with the terms of the Business Plan, unless otherwise prevented by reasons of Force Majeure.
(d) The Shareholders shall be obligated to disclose to each other the existence of any agreement, fact or situation of any nature whatsoever, whether such agreement, fact or situation exists or has taken place within or outside of the Republic of Chile, which has or may have any effect on the use or operation of the Communications Infrastructure (as defined in the CIPA).
(e) In the event that Willxxxx xxx not exercised the warrant referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, the Shareholders shall be obligated to cause a special meeting of the Shareholders to be held on such third anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to both annul the 48,160 Shares that were authorized but not issued or subscribed at the Special Shareholders' meeting held on March 1, 1999; and (iii) further authorize 48,160 new Shares, over which Willxxxx xxxll have the same right to subscribe as specified in Section 3.6 of this Agreement, effective however only until the fourth anniversary of the Closing Date.
(f) In the event however that, by the fourth anniversary of the Closing Date, Willxxxx xxx not subscribed the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above, the Shareholders shall be obligated to cause a new special meeting of the Shareholders to be held on such fourth anniversary of the Closing Date, or the next Business Day ...
Shareholder Obligations. The selling Holders shall furnish to the Company such information regarding themselves and the Registrable Securities held by them as shall be required to effect the registration of their Registrable Securities, and the Company may exclude from the registration statement the shares of any Holder that does not do so on a timely basis.
Shareholder Obligations. The obligations of the Shareholders under this Agreement shall be several and not joint.
Shareholder Obligations. For so long as the Sponsor continues to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, at any annual, special or other meeting (or written consent in lieu of a meeting) of shareholders of the Company at which the directors of the Company are to be elected, the Shareholder shall (a) vote all of the shares of the Company owned or controlled by the Shareholder or over which the Shareholder has voting power, through voting proxies given by any other shareholder of the Company or otherwise, to elect each and every “Nominee” of the Sponsor (as defined in that certain Director Nomination Agreement entered into by and between the Company and the Sponsor on or about the date hereof) or any other director nominee voted in favor of by the Sponsor (each, a “Relevant Nominee”) to serve as a director of the Company, and (b) not initiate, solicit or support any proxy process or contest to voting against, remove or replace any Relevant Nominee or take any similar action.
Shareholder Obligations. The obligations of the Shareholders hereunder are several and not joint.
Shareholder Obligations. (a) Each Shareholder agrees to use commercially reasonable efforts to execute properly and to provide to the Company, subject to reasonable confidentiality provisions, in a timely manner any documentation or other information regarding such Shareholder that the Company or its agents may reasonably request in writing from time to time in connection with the Company’s and its Affiliates’ obligations under, and compliance with, applicable Laws and regulations and the Voting Cutback Provisions, including without limitation, applicable tax and securities laws of the United States or any other relevant jurisdiction. Each Shareholder waives any provision under the laws and regulations of any U.S. or non-U.S. jurisdiction that would, absent a waiver, prevent or inhibit the Company’s compliance with applicable law and the Voting Cutback Provisions as described in this Section 5.2(a), including by preventing either (i) the Shareholder from providing any requested information or documentation, or (ii) the disclosure, subject to reasonable confidentiality provisions, by the Company and its agents of the provided information or documentation to applicable regulatory authorities or as the Company determines is necessary to apply the Voting Cutback Provisions. In particular, but without limitation, each Shareholder agrees to (i) provide any documentation or other information regarding itself and its beneficial owners reasonably requested by the Company or its agents in connection with the disqualification provisions under Rule 506(d) of Regulation D under the Securities Act, which may prohibit the Company from relying on the Rule 506 offering exemption if one or more of its significant equity holders has had a disqualifying event as described in Rule 506(d); and (ii) use commercially reasonable efforts to provide any documentation or other information regarding itself and its beneficial owners requested by the Company or its agents in connection with (A) the Foreign Account Tax Compliance Act provisions enacted under the Hiring Incentives to Restore Employment Act (“FATCA”), and any guidance, or U.S. Treasury Regulations relating thereto and published from time to time as well as any legislation, rules or practices adopted pursuant to any applicable intergovernmental agreement entered into in connection with the implementation of FATCA and (B) determinations, subject to reasonable confidentiality provisions, as to the ownership (direct, indirect, or constructive within t...
Shareholder Obligations. In connection with the filing of the Registration Statement, each Seller and Corum will furnish to Buyer as expeditiously as possible, such documents or information with respect to itself and the proposed sale or distribution of the Registrable Securities, as is reasonably necessary in order to assure compliance with U.S. federal and applicable state securities laws, and as a condition to any proposed sale or distribution of the Registrable Securities deliver to Buyer in writing representation and warranties, including but not limited to, representations and warranties that, in connection with any proposed sale or distribution of Registrable Securities, Seller or Corum, as applicable, has complied and will comply with all requirements under the Securities Act, including applicable prospectus delivery requirements, and that such shares of Registrable Securities have been or will be sold or distributed in accordance with the method of sale set forth in the Registration Statement. Each Seller and Corum shall comply, throughout the Distribution Period, with all United States and state securities laws in the offer and sale of the Registrable Securities.
