Shareholders' Obligations. This provision is intended to prevent a shareholder from acting ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . Edit as you require.
Shareholders' Obligations. The Shareholders shall procure the observance of the abovementioned restrictions by the Company and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only their employees and directors and those of the Company whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential. The Shareholders shall in addition procure that such employees of the Company whose duties will require them to possess, or have access to, confidential information, shall sign confidentiality agreements with the Company respecting the confidentiality of such information.
Shareholders' Obligations. All obligations and liabilities of each Shareholder under this Agreement shall be several and not joint and no Shareholder shall have any liability for any obligations or liabilities under this Agreement of any other Shareholder, except that all obligations specified under this Agreement as an obligation of a Group of Shareholders or Shareholder Group shall be joint and several obligations of the Sellers within such Group of Shareholders.
Shareholders' Obligations. 11.1. The shareholders agree to exercise their powers in relation ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
11.2. Each shareholder undertakes with each of the other parties that whilst a shareholder remains ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Shareholders' Obligations. This provision is intended to prevent a shareholder from acting secretly on behalf of a predator or other third party interest. You ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ! ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Shareholders' Obligations. 9.1. The shareholders agree to exercise their powers in relation ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Shareholders' Obligations. 7.1 The Shareholder shall:
(a) be responsible for any costs incurred by the Company in the repair of any damage to the Sheffield Infrastructure running through the Property to the extent that such damage was caused by the Shareholder (or its servants or agents) through any act or omission, including, without limitation, damage caused by stock, machinery, posts or otherwise;
(b) ensure that its on farm infrastructure is protected from over pressure through the installation and maintenance of appropriate equipment that complies with the requirements notified by the Company from time to time;
(c) control or eliminate any noxious weeds growing alongside or over the top of the Sheffield Infrastructure running through the Property;
(d) not plant trees within 10 metres (or such additional set back where required for pumps, valves and other structures) from the centreline of the Water Pipes or the Sheffield Infrastructure and promptly remove all trees presently growing beside or on top of the Sheffield Infrastructure which may be identified by the Company as having the potential to limit the efficient maintenance, flow and operation of the Sheffield Infrastructure. The Company shall, in relation to existing trees, use its reasonable endeavours to build any new Sheffield Infrastructure within the 10 metres from the Water Pipe centreline;
(e) not interfere with or attempt to alter any Sheffield Infrastructure without the prior written consent of the Company and then only upon and subject to the terms and conditions stipulated by the Company;
(f) maintain any drainage works on the Property carrying surplus irrigation or flood water to such a standard as will permit the proper functioning of the Sheffield Infrastructure;
(g) not permit the discharge of run off, chemicals, effluent, debris, dead stock or other toxic matter into or around any Sheffield Infrastructure;
(h) allow the Company ready access at all times to the Sheffield Infrastructure for operation, inspection, repair and maintenance;
(i) observe and comply with the obligations contained in the Company Constitution, Consents, Consent Licences and farming and irrigation practices and procedures as determined from time to time by the Company;
(j) ensure that any lessee, occupier or contractor of the Property complies in all respects with the terms of this Agreement;
(k) prepare and maintain a FMP for the Property in accordance with the requirements of the Consent and the Company which shall:
(i) be in accordan...
Shareholders' Obligations. Except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall use commercially reasonable endeavours to exercise its powers in relation to the Company so as to ensure that:
(i) the Company carries on its business and conducts its affairs in a proper and efficient manner;
(ii) the Company, and the Directors appointed by that Shareholder, will comply strictly and expeditiously with the provisions of this Agreement and the Articles;
(iii) the Business shall be carried on pursuant to the policies set out herein or laid down from time to time by the Board, which shall hold Board meetings in accordance with Clause 5(H) and the Articles;
(iv) the Company shall cause to be kept full and proper accounting records relating to the business, undertakings and affairs of the Company, which records shall be made available at all reasonable times for The Company - CSM - Lucent Confidential 34 inspection by the Shareholders or their representatives by prior appointment during office hours;
(v) for each financial year, the Company shall, at its expense, prepare annual accounts, in each case in accordance with Singapore GAAP and in compliance with all applicable legislation in respect of such financial year and shall procure that such accounts are audited as soon as practicable and shall supply copies of the same, both in draft and final form, to each of the Shareholders within 90 days (in the case of the draft form) and 120 days (in the case of the final form) after the end of the financial year of the Company;
(vi) the Company shall, at its expense, (a) prepare interim accounts of the Company covering the period beginning on January 1 and ending on September 30 of each calendar year, (b) procure that such interim accounts are audited within 60 days after the end of the Lucent Fiscal Year in accordance with Singapore GAAP and in compliance with all applicable legislation in respect of such interim period and (c) supply copies of such audited interim accounts in final form to Lucent within 60 days after the end of the Lucent Fiscal Year;
(vii) for purposes of Lucent's financial reporting and tax reporting purposes, the Company shall prepare financial statements conforming to U.S. GAAP for use by Lucent for such financial periods as may be requested by Lucent. All costs and expenses of an external accounting firm who shall prepare such financial statements to conform to U.S. GAAP for t...
Shareholders' Obligations. Each Party 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 herewith and so as to give effect to this Agreement.
Shareholders' Obligations. Each Shareholder undertakes to use all commercially reasonable efforts to, and to cause the Company to, remain at all times in compliance with the terms and conditions of the License and of the provisions of the Relationship Agreement which apply to such Shareholder. For the avoidance of any doubt, the provisions of the Relationship Agreement which apply to SCG shall be strictly in accordance with SCG's letter of undertaking attached hereto as Exhibit D (the “Binding Provisions”). For the avoidance of any doubt, any amendment to the current form of the Relationship Agreement (attached herein as Exhibit E) and the Binding Provisions, shall not be binding upon SCG, unless SCG has provided its explicit written consent to such amendment.
