Common use of Shareholders' Obligations Clause in Contracts

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 the sole benefit of Lucent shall be borne by Lucent. In addition, the Company shall prepare and timely deliver all financial statements and reports reasonably requested by Lucent, including without limitation, the Financial Accounting Standard 109 package. The Company shall prepare and timely deliver all tax forms and other information returns or reports reasonably requested by Lucent or required by the laws of the United States, including without limitation, U.S. Treasury Form 5471 and supporting schedules. All out-of-pocket costs and expenses incurred by the Company in complying with Lucent's requests under this sub-Clause 7(A)(vii) and which are for the sole benefit of Lucent The Company - CSM - Lucent Confidential 35 shall be borne by Lucent; provided, that in the case of fees and expenses of any tax or legal advisors or other professional consultants, such fees and expenses shall be borne by Lucent only if the retention of such advisors or consultants has been pre-approved by Lucent. Lucent shall provide such assistance as is reasonably requested by the Company in order for the Company to comply with this sub-Clause 7(A)(vii). (viii) the Company shall, at its expense, prepare and provide to each of the Directors:- (a) unaudited and estimated monthly profit and loss statements, cashflow, balance sheet and elimination statements covering such items as requested by Lucent from time to time ("Elimination Statements") by the first Wednesday of the first week after the end of each Lucent Fiscal Month ; unaudited and actual monthly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar days after the end of each calendar month; (b) updated profit and loss, balance sheet and cashflow forecast for the following 12 month period within seven calendar days after the end of each calendar month; (c) unaudited and estimated quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements by the first Wednesday of the first week after the end of each Lucent Fiscal Quarter; unaudited and actual quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar days after the end of each Lucent Fiscal Quarter; (d) Unaudited annual profit and loss statements, cashflow, balance sheet and Elimination Statements covering the Lucent Fiscal Year within three calendar days after the end of the Lucent Fiscal Year; The Company - CSM - Lucent Confidential 36 in each case in accordance with Singapore GAAP, and (ix) the Company shall do all that the Auditors may reasonably require by way of keeping records and accounts and provide the Auditors with all such information and explanation as they may reasonably require and otherwise assist the Auditors in all reasonable ways.

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:that:- (i) the Company carries on its business and conducts its affairs in a proper and efficient manner;; The Company - CSM - HP Confidential (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 Directors by prior appointment during office hours; (v) for each financial year, the Company shall, at its expense, shall prepare annual accounts, in each case in accordance with Singapore GAAP and in compliance with all applicable legislation in respect of such financial year each accounting reference period (with reconciliation or restatements to U.S. GAAP to be prepared by the Auditors at the expense of HP, which expense shall not be incurred without the prior written approval of HP or Hewlett-Packard Company), and shall procure that such accounts are audited as soon as practicable and shall supply copies of the same, 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 the sole benefit of Lucent shall be borne by Lucent. In addition, the Company shall prepare and timely deliver all financial statements and reports reasonably requested by Lucent, including without limitation, the Financial Accounting Standard 109 package. The Company shall prepare and timely deliver all tax forms and other information returns or reports reasonably requested by Lucent or required by the laws of the United States, including without limitation, U.S. Treasury Form 5471 and supporting schedules. All out-of-pocket costs and expenses incurred by the Company in complying with Lucent's requests under this sub-Clause 7(A)(vii) and which are for the sole benefit of Lucent The Company - CSM - Lucent Confidential 35 shall be borne by Lucent; provided, that in the case of fees and expenses of any tax or legal advisors or other professional consultants, such fees and expenses shall be borne by Lucent only if the retention of such advisors or consultants has been pre-approved by Lucent. Lucent shall provide such assistance as is reasonably requested by the Company in order for the Company to comply with this sub-Clause 7(A)(vii). (viii) the Company shall, at its expense, prepare and provide to each of the Directors:- (a) unaudited and estimated monthly profit and loss statements, cashflow, balance sheet and elimination statements covering such items as requested by Lucent from time to time ("Elimination Statements") by the first Wednesday of the first week after the end of each Lucent Fiscal Month ; unaudited and actual monthly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar four business days after the end of each calendar month; (b) updated profit and loss, balance sheet and cashflow loss forecast for the following 12 month period within seven calendar 10 business days after the end of each calendar month;; and (c) unaudited and estimated quarterly monthly profit and loss statements, cashflow, cashflow and balance sheet and Elimination Statements by the first Wednesday of the first week after the end of each Lucent Fiscal Quarter; unaudited and actual quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar 30 days after the end of each Lucent Fiscal Quarter; (d) Unaudited annual profit and loss statements, cashflow, balance sheet and Elimination Statements covering the Lucent Fiscal Year within three calendar days after the end of the Lucent Fiscal Yearmonth; The Company - CSM - Lucent Confidential 36 in each case in accordance with Singapore GAAPGAAP (with reconciliation or restatements to U.S. GAAP to be prepared in accordance with guidelines provided by HP), andand The Company - CSM - HP Confidential (ixvii) the Company shall do all that the Auditors may reasonably require by way of keeping records and accounts and provide the Auditors with all such information and explanation as they may reasonably require and otherwise assist the Auditors in all reasonable ways.

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: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 Directors by prior appointment during office hours; (v) for each financial year, the Company shall, at its expense, shall prepare annual accounts, in each case in accordance with Singapore GAAP and in compliance with all applicable legislation in respect of such financial year U.S. GAAP, and shall procure that such accounts are audited as soon as practicable and shall supply copies of the same, 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 the sole benefit of Lucent shall be borne by Lucent. In addition, the Company shall prepare and timely deliver all financial statements and reports reasonably requested by Lucent, including without limitation, the Financial Accounting Standard 109 package. The Company shall prepare and timely deliver all tax forms and other information returns or reports reasonably requested by Lucent or required by the laws of the United States, including without limitation, U.S. Treasury Form 5471 and supporting schedules. All out-of-pocket costs and expenses incurred by the Company in complying with Lucent's requests under this sub-Clause 7(A)(vii) and which are for the sole benefit of Lucent The Company - CSM - Lucent Confidential 35 shall be borne by Lucent; provided, that in the case of fees and expenses of any tax or legal advisors or other professional consultants, such fees and expenses shall be borne by Lucent only if the retention of such advisors or consultants has been pre-approved by Lucent. Lucent shall provide such assistance as is reasonably requested by the Company in order for the Company to comply with this sub-Clause 7(A)(vii). (viii) the Company shall, at its expense, prepare and provide to each of the Directors:- (a) unaudited and estimated monthly profit and loss statements, cashflow, balance sheet and elimination statements covering such items as requested by Lucent from time to time ("Elimination Statements") by the first Wednesday of the first week after the end of each Lucent Fiscal Month ; unaudited and actual monthly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar four business days after the end of each calendar month; (b) updated profit and loss, balance sheet and cashflow loss forecast for the following 12 month period within seven calendar 10 business days after the end of each calendar month;; and (c) unaudited and estimated quarterly monthly profit and loss statements, cashflow, cashflow and balance sheet and Elimination Statements by the first Wednesday of the first week after the end of each Lucent Fiscal Quarter; unaudited and actual quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar 30 days after the end of each Lucent Fiscal Quarter; (d) Unaudited annual profit and loss statements, cashflow, balance sheet and Elimination Statements covering the Lucent Fiscal Year within three calendar days after the end of the Lucent Fiscal Yearmonth; The Company - CSM - Lucent Confidential 36 in each case in accordance with Singapore U.S. GAAP, and (ixvii) the Company shall do all that the Auditors may reasonably require by way of keeping records and accounts and provide the Auditors with all such information and explanation as they may reasonably require and otherwise assist the Auditors in all reasonable ways.

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;; The Company - CSM - Lucent Confidential 30 (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 the sole benefit of Lucent shall be borne by Lucent. In addition, the Company shall prepare and timely deliver all financial statements and reports reasonably requested by Lucent, including without limitation, the Financial Accounting Standard 109 package. The Company shall prepare and timely deliver all tax forms and other information returns or reports reasonably requested by Lucent or required by the laws of the United States, including without limitation, U.S. Treasury Form 5471 and supporting schedules. All out-of-pocket costs and expenses incurred by the Company in complying with Lucent's requests under this sub-Clause 7(A)(vii) The Company - CSM - Lucent Confidential 31 and which are for the sole benefit of Lucent The Company - CSM - Lucent Confidential 35 shall be borne by Lucent; provided, that in the case of fees and expenses of any tax or legal advisors or other professional consultants, such fees and expenses shall be borne by Lucent only if the retention of such advisors or consultants has been pre-approved by Lucent. Lucent shall provide such assistance as is reasonably requested by the Company in order for the Company to comply with this sub-Clause 7(A)(vii). (viii) the Company shall, at its expense, prepare and provide to each of the Directors:- (a) unaudited and estimated monthly profit and loss statements, cashflow, balance sheet and elimination statements covering such items as requested by Lucent from time to time ("Elimination Statements") by the first Wednesday of the first week after the end of each Lucent Fiscal Month ; unaudited and actual monthly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar days after the end of each calendar month; (b) updated profit and loss, balance sheet and cashflow forecast for the following 12 month period within seven calendar days after the end of each calendar month; (c) unaudited and estimated quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements by the first Wednesday of the first week after the end of each Lucent Fiscal Quarter; unaudited and actual quarterly profit and loss statements, cashflow, balance sheet and Elimination Statements within seven calendar days after the end of each Lucent Fiscal Quarter; (d) Unaudited annual profit and loss statements, cashflow, balance sheet and Elimination Statements covering the Lucent Fiscal Year within three calendar days after the end of the Lucent Fiscal Year; The Company - CSM - Lucent Confidential 36 in each case in accordance with Singapore GAAP, and (ix) the Company shall do all that the Auditors may reasonably require by way of keeping records and accounts and provide the Auditors with all such The Company - CSM - Lucent Confidential 32 REDACTED CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission information and explanation as they may reasonably require and otherwise assist the Auditors in all reasonable ways.