Shareholder Undertakings. Star and Investor I have agreed (the “NCLA Undertakings”) to cause the Guarantor to conduct the NCLA Business in the usual and ordinary course of business after the Closing Date. In connection therewith, Star shall periodically reimburse the Guarantor for any NCLA Cash Losses up to the amount of the Cash Losses Cap.
Shareholder Undertakings. 25.1 Each Shareholder undertakes with the other Shareholders that it will:
(A) comply with each of the provisions of this agreement;
(B) 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 provisions of this agreement and the rights and obligations of the parties as set out in this agreement;
(C) procure that any Director nominated by it from time to time shall (subject to their fiduciary duties to the Company) exercise their voting rights and other powers and authorities in order (insofar as they are able to do so through the exercise of such rights, powers and authorities) to give full effect to the provisions of this agreement and the rights and obligations of the parties as set out in this agreement; and
(D) comply with Section 10 of the Brazilian Merger Control Agreement of February 25, 2015.
25.2 Any party may give its approval for any matter for which its consent in writing is required pursuant to this agreement:
(A) in writing on behalf of itself; or
(B) in the case of written consent of GSK, in writing signed by any one A Director appointed by the First GSK Shareholder or by a vote in favour of a separate and specific directors’ resolution on that matter by a majority of the A Directors appointed by the First GSK Shareholder voting on such resolution; or
(C) in the case of any written consent by Novartis, in writing signed by one B Director appointed by the First Novartis Shareholder or by a vote in favour of a separate and specific directors’ resolution on that matter by a majority of the B Directors appointed by the First Novartis Shareholder voting in favour of such resolution.
25.3 The parties acknowledge and agree that any insurance policy in respect of directors and officers liability in the name of, or for the benefit of, GSK’s Group (a “GSK D&O Policy”) may also, on its terms, be accessible to certain directors, officers and employees and members of the Company’s Group. Each of GSK, Novartis and the Company undertakes to procure that no claims under any GSK D&O Policy are made (other than with the consent of GSK) by:
(A) in the case of GSK (a) any directors, officers or employees of members of its Group, (b) any members of its Group, or (c) any A Director nominated by the First GSK Shareholder;
(B) in the case of Novartis (a) any directors, officers or employees of members of its Group, (b) any members of its Group, o...
Shareholder Undertakings. (a) The Shareholders (other than any Fidelity Investor and their respective Affiliates) undertake to cause the Company to take such action that is within its power at all times after the Initial Closing to cause the Company to issue such number of duly authorized shares as shall be sufficient to effect the issuance of the Series D Shares and otherwise as contemplated by the Subscription Agreement. The Company shall and the Shareholders (other than any Fidelity Investor and their respective Affiliates) shall cause the Company to obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable laws in connection with the issuance of shares according to the Subscription Agreement and the Shareholders (other than any Fidelity Investor and their respective Affiliates) shall support and agree to such action and shall execute any document necessary to obtain or effect the foregoing.
(b) The Investors may from time to time reach agreement with Existing Shareholders to purchase shares owned by such Existing Shareholders in the Company. Each other Existing Shareholder hereby agrees to reasonably cooperate with any such purchase, including, without limitation, by cooperating with any regulatory filings that need to be made or regulatory consent obtained in connection with such transfers or by providing required consents or waivers of redemption, right of first refusal, preemptive or other rights that the Existing Shareholders may have in connection with such transfers.
(c) Each Shareholder (other than any Fidelity Investor and their respective Affiliates) shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other actions necessary, to ensure that the Company’s Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which such Shareholder is entitled under this Agreement.
Shareholder Undertakings. The Investor shall have received duly executed undertakings in the form attached as Exhibit F-1 and Exhibit F-2 hereto to the Company or its Subsidiaries from Former Shareholders in connection with resolving such Shareholders’ individual income tax payments and other matters set forth therein.
Shareholder Undertakings. Each Shareholder of the Registered Securities shall fully cooperate with and furnish to the Company such information, documents, representations and agreements regarding such Shareholder and the distribution of such Registered Securities as the Company may from time to time reasonably request in writing in connection with such registration. Each Shareholder further agrees by acquisition of such Registered Securities to give at least five (5) business days' prior written notice to the Company of any proposed sale of Registered Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (i) unless such five (5) business days elapse without response from the Company or (ii) in the event the Company responds by stating that an amendment to such Registration Statement or supplement to the prospectus must be filed in accordance with this Article 1, until the Company notifies the Shareholder that the Registration Statement has been amended or the prospectus supplemented as required. Each Shareholder further agrees that if the Registered Securities are not sold on the date specified in such notice to the Company, it will not sell any Registered Securities without again complying with the notice provisions of this Agreement.
Shareholder Undertakings. 18.7.1. To the extent that Chapter 5 of the Companies Act and/or any of the Takeover Regulations (collectively, the “Takeover Rules”) apply to:
18.7.1.1. any Disposal of Shares in the Company;
18.7.1.2. any change of shareholding of the Company; or
18.7.1.3. any other transaction relating to the Company and/or its Shareholders, contemplated in the MOI and/or any written agreement, including this Agreement concluded from time to time to which the Company and all of its Shareholders are party that restricts and/or permits the transferability of the Company’s securities other than on the terms of the MOI and this Agreement (“Transactions”), each of the Shareholders, to the extent permitted by law and without derogating from any other obligations they may have under the MOI and this Agreement, hereby:
18.7.2. agrees and acknowledges that such Shareholder has been advised and made aware of the provisions of the Takeover Rules relating to the regulation of an “affected transaction”, as defined in the Companies Act;
18.7.3. irrevocably consents to each member of the Company Group and all the parties to the Transactions being exempted from the Takeover Rules by the Takeover Regulations Panel from compliance with all the relevant provisions of the takeover Rules;
18.7.4. agrees to take all commercially reasonable steps, including all documents and voting in favour of all resolutions reasonably necessary to procure an exemption from the Takeover Regulations Panel confirming that the Takeover Rules will not apply to any such Transaction;
18.7.5. waives any and all right and claims that such Shareholder has, or may at any time have, in terms of the Takeover Rules (including but not limited to the right to receive a mandatory offer under section 123 of the Companies Act or any circular (including any fairness opinion or financial information) from the directors of the Company) as a result of, or in connection with, the Transaction and any transaction(s); and
18.7.6. agrees to take all actions, sign all documents, vote in favour of all resolutions and do all things reasonably necessary to enforce the waivers and/or obtain the exemptions contemplated in this clause 18.7.
Shareholder Undertakings. In the event the Option Holder elects to exercise the Options in accordance with the terms herein, the Grantors and Xxxxx Xxxxxx shall vote all securities of TDC beneficially owned by them in favor of the approval of the transactions contemplated by the TDC Option.
Shareholder Undertakings. 23 16. Investor's Undertaking.................................................24 17. General................................................................24 18. Notices................................................................26 19.
Shareholder Undertakings. 15.1 The A Shareholders agree with the B Shareholders and the Managers to use all reasonable endeavours to procure that any decisions which are required of them or the A Directors under this Agreement or the Articles are taken and/or any relevant documents are signed or executed (as the case may be) as soon as practicable, having regard to the circumstances in which such a decision is being sought.
Shareholder Undertakings. Each Shareholder shall, for as long as he holds any Shares, use his reasonable endeavours to procure (so far as is lawfully possible in the exercise of his rights and powers as a shareholder of the Company) that the Company shall not take any of the actions set out in Schedule 1 without Shareholder Consent.
