Shareholder Undertaking. Shareholder hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Shareholder or the Restricted Shares pursuant to the express provisions of this Agreement.
Shareholder Undertaking. The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.
Shareholder Undertaking. The Shareholder Undertaking is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Company or, to the Company's knowledge, the Company Shareholders. There are no other agreements, side letters or arrangements between or among the Company, TopCo or the Company Shareholders relating to the matters addressed by the Shareholder Undertaking (other than the Transaction Documents or the agreements set forth in the Shareholder Undertaking). To the Company's knowledge, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Company or the Company Shareholders under any material term or condition of the Shareholder Undertaking.
Shareholder Undertaking. There has been a breach under or default of the Shareholder Undertaking which breach or default has or could reasonably be expected to result in a Material Adverse Effect; or
Shareholder Undertaking. There has been a breach under or default of the Shareholder Undertaking which breach or default has or could reasonably be expected to have a Material Adverse Effect or a Lien has been created or suffered to exist on more than forty-nine percent (49%) of the Equity Interests at any time without the prior written consent of the Administrative Agent or a Lien has been created or suffered to exist on more than forty-nine percent (49%) of the Equity Interests at any time and such Lien is not also created in favor of the Security Agent (for the benefit of the Financing Parties) on a pari passu basis; or
Shareholder Undertaking. The Shareholder hereby agrees upon the Company’s request to take any additional action and execute any additional documents or instruments the Company may deem reasonably necessary or advisable in order to carry out or effect the purposes or intent of this Agreement, including one or more of the obligations or restrictions imposed on either the Shareholder or the Holdco Shares pursuant to the provisions of this Agreement. The Shareholder hereby further agrees to enter into such shareholder agreements and other documents reasonably requested by the Company or the investors in any subsequent financing of the Company on substantially similar terms as similarly situated persons (including other persons required to become parties thereto as a “Principal Stockholder,” “Common Stockholder,” “Founder” or the like).
Shareholder Undertaking. The Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company, as applicable, in the Shareholder Undertaking and otherwise comply with its obligations and enforce its rights thereunder. Without limiting the generality of the foregoing, the Company shall give Pegasus prompt (and, in any event, within one Business Day) written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by the Company or the Company Shareholders of the Shareholder Undertaking, or (ii) of the receipt of any written notice or other written communication as to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by the Company Shareholders under the Shareholder Undertaking. The Company and the parties to the Shareholder Undertaking may not amend, modify, waive or terminate the Shareholder Undertaking (in whole or in part) without the prior written consent of Pegasus (such consent not to be unreasonably withheld, conditioned or delayed).
Shareholder Undertaking. The Company and SISH shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company and SISH, as applicable, in the Shareholder Undertaking and otherwise comply with its obligations and enforce its rights thereunder. Without limiting the generality of the foregoing, the Company and SISH shall give Yucaipa prompt (and, in any event, within one Business Day) written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by the Company or the Company Shareholders of the Shareholder Undertaking, or (ii) of the receipt of any written notice or other written communication as to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by the Company Shareholders under the Shareholder Undertaking. The Company and the parties to the Shareholder Undertaking may not amend, modify, waive or terminate the Shareholder Undertaking (in whole or in part) without the prior written consent of Yucaipa (such consent not to be unreasonably withheld, conditioned or delayed).
Shareholder Undertaking. Each Shareholder severally undertakes with each other Shareholder that it will and will procure that each of the members of its Group will (where appropriate, for any relevant period stipulated in the Rulings):
(A) exercise its voting rights and other rights as a member of the Company in order (insofar as it is able to do so through the exercise of such rights) to give full effect to the terms of this agreement, the Articles of Association and the rights
Shareholder Undertaking. The Company shall use commercially reasonable efforts to have all the Shareholders and certain other shareholders as indicated by the Parent to the Company, execute a Shareholder Undertaking.
