Shareholders Undertakings Sample Clauses

Shareholders Undertakings. Each Shareholder undertakes to the others that: (a) it will not engage in any activity, practice or conduct which would constitute an offence under any Anti-Corruption Law; (b) it has, and will maintain in place, and, to the extent that it is able in its capacity as a Shareholder and pursuant to the rights it has under this Agreement, will procure that the Company has, and will at all times maintain in place, Adequate Procedures; and (c) from time to time, at the reasonable request of a Shareholder, it will confirm in writing that it has complied with its undertakings in respect of itself under clause 37.1(a) and clause 37.1(b), and will provide any information reasonably requested by another Shareholder in support of such compliance.
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Shareholders Undertakings. 6.1 In consideration of the Investor entering into or becoming party to this Agreement, the Existing Shareholder undertakes to the Company (for itself and as agent and trustee for each Group Company from time to time) and (as a separate undertaking) to the Investor that:- 6.1.1 for so long as the Existing Shareholder is employed by the Company or any other Group Company she will devote such time and attention to the business of the Group as is required for the proper performance of her duties as Chief Executive Officer and will use her best endeavours to develop the business and interests of the Group and will not be concerned with any other business either which is in competition with the Business without the prior written approval of the Investor Director or which interferes with the proper performance of her duties as Chief Executive Officer; 6.1.2 upon her ceasing (whether of her own volition or otherwise) to be employed by or to be a director of any Group Company she will not for a period of one year from the date of such cessation (or, if she ceases to be an employee on a different date from that on which she ceases to be a director, the later of such dates) (the "Cessation Date"), whether on her own account or on behalf of the person, firm or company:- 6.1.2.1 solicit (in connection with any business of a type then carried on by the Group) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was either to her knowledge a material customer, client, supplier, agent or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or 6.1.2.2 seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or 6.1.2.3 carry on, engage in or be concerned or interested either as principal or as a partner or employee of any other person within the United Kingdom in any business or activity which competes with the Business or any other businesses and activities (or, if more than one, any of them) in which any Group Company is engaged at the date of such cessation and with which the Existing Shareholder has had any personal involvement; 6.1.3 she will not at any time after the Cessation Date represent herself as still being (i) an employee or a director of or as otherwise having any authority to act on...
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Shareholders Undertakings. Each Shareholder undertakes to the other parties that it will exercise its rights as a holder of Shares respectively to ensure that the composition of the Board and the procedures for meetings of the Board will be as set out in this clause 3.
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Shareholders Undertakings. The Shareholder represents and warrants that it is the owner of, and has all relevant authority to accept (or procure the acceptance of) the Offer in respect of, the Shares, and that the Shares are free and clear of encumbrances of any kind. The Shareholder hereby irrevocably undertakes to (i) accept the Offer at a cash price of EUR 15.00 per Share (the “Selling Price”), and otherwise in accordance with the terms and conditions of the Offer to be determined by the Bidder, in respect of all Shares (or, in the Bidder’s discretion, sell such Shares to the Bidder or its nominated subsidiary separately from the Offer at the Selling Price), and (ii) deliver evidence of such acceptance to the Bidder within three days from the beginning of the acceptance period of the Offer, and (iii) not to exercise voting rights pertaining to the Shares in a manner which may prejudice or frustrate the Offer. In particular, it is agreed and understood by the Parties that the board of directors of the Company may, pursuant to the authorization granted by the annual general meeting held on 6 April 2011, resolve to distribute additional dividends or other funds to its shareholders in the maximum amount of EUR 18, 000,000.00, and that a per share distribution of EUR 0.80 is being contemplated. The funds so distributed prior to the Closing Date shall result in equal reduction in the above stated per share offer price resulting in the Selling Price being EUR 14.20. Should the Company distribute any further dividends or make any other distributions or payments to shareholders, in their capacity of shareholders, after the date hereof and prior to the Shares having been transferred to the Bidder pursuant to the Offer so that such payments would not be made to the Bidder, the Selling Price shall be further reduced by such distribution or payment. Also, if the consideration offered by the Bidder is increased in the Offer from time to time, the Shareholder’s irrevocable undertaking to accept the Offer above is subject to that the Selling Price is increased accordingly. The Shareholder hereby irrevocably undertakes not to (i) offer, sell, transfer, charge, pledge or grant any option over or otherwise dispose of any of the Shares, whether directly or indirectly, except to the Bidder or its nominee, (ii) solicit or accept any other offer (public or private) in respect of any of the Shares, (iii) directly or indirectly solicit proposals or offers from third parties for the acquisition of all sha...
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Shareholders Undertakings. Each Shareholder undertakes to the Optionholder that, 4.2.1 at any time prior to the full exercise or expiry of the Option he grants to the Optionholder, he will not (without the prior written consent of the Optionholder) dispose of any interest in any of his Option Interests or equity interests in its subsidiaries or any right attaching to them (save as may be required in pursuance of his obligations under this Agreement) or create or allow to be created any Encumbrance over any of his Option Interests or equity interests in its subsidiaries or agree (whether subject to any condition precedent or condition subsequent or otherwise) to do any of these things, except that the Optionholder acknowledges that the Shareholders will, in accordance with the financing agreements to be entered into between the Shareholders and Ping An Dahua immediately after the date hereof, enter into the Share Pledge Agreement and transfer their beneficial rights to the Option Interests to Ping An Dahua in order to secure their obligations under the financing agreements. 4.2.2 he will not in any way make any changes or agree to make any changes to the shareholding structure of the Company without the prior written consent of the Optionholder; 4.2.3 he will not do anything that will create a significant adverse impact on the equity interests of the Company or its subsidiaries; 4.2.4 he will notify the Optionholder of the situation of any litigation, arbitration or administrative proceedings that has occurred or may occur in relation to the equity interests of the Company or its subsidiaries; and 4.2.5 upon the request of the Optionholder, provide information and data of the Company’s operations and financial conditions to the Optionholder.
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Shareholders Undertakings. Each of the Shareholders undertakes to the other:- 3.1 to observe and perform its own obligations under this Agreement and give full effect to the provisions of this Agreement and (so far as it is able so to do by the exercise of voting rights in the Company and the power to appoint and remove directors of the Company and the Subsidiary Companies in accordance with this Agreement) to procure that the Company will and procure that each Subsidiary Company will at all times perform and observe all its obligations under this Agreement; 3.2 to procure that, in the case of a meeting of the Company, a duly authorised representative empowered to do all acts and make all decisions on its behalf in connection with such meeting, and in the case of a meeting of the Board, a Shareholder shall procure that a director nominated by it, or his alternate, shall at all reasonable times be available to attend relevant meetings of the Company or the Board or the board of each Subsidiary Company (as the case may be); and 3.3 to disclose to the Company and the other Shareholders as soon as practicable after it becomes aware of the same, any information of a material nature relating to the Business of which it becomes aware.
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Shareholders Undertakings. Each of the Shareholders undertakes with each of the other Parties that it will use its powers in relation to the Company so as to ensure that the Company ratifies and approves this Agreement and the Ancillary Agreements and fully and promptly observes, performs and complies with the terms hereof as if it were a Party hereto.
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Shareholders Undertakings 
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Related to Shareholders Undertakings

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Disclaimer of Shareholder and Trustee Liability The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Trustees and Officers as Shareholders Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

  • Non-Liability of Trustees and Shareholders Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Shareholder of Trust. Neither the authorization of any action by the Trustees or Shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Shareholder.

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