The Company undertakes to. A. Fulfill its obligations under this Agreement in good faith;
The Company undertakes to a) remunerate the SB Member to the extent and under the conditions specified in Article 2 and in Annex 1 hereto,
The Company undertakes to. (a) prior to the Meetings, keep the Acquirer informed of the number of proxy votes received in respect of the resolutions to be proposed at the Meetings and promptly to provide the Acquirer with details of any material changes to the Company’s shareholder and other statutory registers which occur prior to the Effective Date; and
The Company undertakes to a) provide the SB Member with remuneration and other consideration within the scope and under the terms and conditions set forth in Article 2 hereof and in Annex 1 hereto, except where the law does not permit providing such consideration,
The Company undertakes to. 2.1.1. Provide the Client with a subscriber number(s) belonging to the Company for the period of validity of the Agreement, as well as provide the Client with a SIM card (ICC ID SIM CARD). The cost of the SIM card is included in the connection fee. Subscriber number and SIM-card number are specified in the Appendix "A" to the Agreement.
The Company undertakes to a) pay the consideration to the Supervisory Board member in the amount and under the conditions laid down in Article 2 and Appendix 1 hereof,
The Company undertakes to. (a) prior to the General Meeting and Court Meeting, provide the Bidder with a regular update of the number of proxy votes received in respect of the resolutions to be proposed at the General Meeting and the Court Meeting and promptly provide the Bidder with details of any material changes to the Company’s shareholder and other statutory registers which occur prior to the Effective Date;
The Company undertakes to. I. indemnify, defend and hold harmless each of the Brazilian Underwriters and the respective officers, directors, employees and members and any person who controls such Brazilian Underwriter within the meaning of Article 116 of the Brazilian Corporate Law, and the successors and permitted assignees of any of the foregoing, against any losses, expenses claims, damages or liabilities (including reasonable legal costs) that, jointly or severally, any of such Brazilian Underwriters or any of the foregoing may incur within the scope of the Global Offering or under Brazilian or other laws, insofar as such losses, damages, expenses, liabilities or claims (or actions in respect thereof) arise out of or are based upon (i) any untrue statement and/or alleged untrue statement of any material fact contained in the Prospectuses (or any amendment thereto or supplementation thereof) or the Marketing Materials (“Untrue Statement”); or (ii) the omission or alleged omission to state a material fact required to be stated or necessary to make the statements in the Prospectuses (or any amendment thereto or supplementation thereof) or the Marketing Materials, not misleading (“Material Omission”), including any losses, damages, claims or liabilities arising out of or based upon the Company’s failure to perform its obligations as set forth in Section 15.1 above, item XIV; and
The Company undertakes to. 6.3.1 promptly provide Bidco with such information that Bidco may reasonably require in connection with implementing the Acquisition about the Company’s shareholder and other statutory registers, including, but not limited to, information about the holders of ADSs;
