TRANSACTION UNDERTAKINGS Clause Samples
TRANSACTION UNDERTAKINGS. 4.1 Each Party undertakes to each other Party to, and to procure (so far as they are legally able), that their Affiliates, take all reasonable steps and use all reasonable endeavours to consummate the Proposed Transaction including complying with all of the obligations set out in the applicable Transaction Documents.
4.2 By no later than 5 (five) Business Days after the Signature Date:
4.2.1 in respect of the Company, the Company shall deliver to the Subscribing Parties a certified copy of the minutes of a meeting of the Board of Directors authorising the execution by the appropriate signatories by and on behalf of the Company of the Transaction Documents to which it is a party, and the performance by the Company of its obligations thereunder;
4.2.2 in respect of 3C, 3C shall deliver to the other Subscribing Parties a certified copy of the written resolutions of the board of directors of 3C authorising the execution by the appropriate signatories by and on behalf of 3C of the Transaction Documents to which it is a party, and the performance by 3C of its obligations thereunder;
4.2.3 as the sole shareholder of the Company, 3C shall deliver to the other Subscribing Parties a certified copy of the minutes of a meeting of 3C as the sole shareholder of the Company authorising, among other things, the waiver of the statutory pre-emptive rights, conversion of the entire number of ordinary shares in the Company from shares having a par value to shares having no par value, the increase in the Company’s number of authorised shares, the issue of shares with voting power in excess of 30% (thirty per cent) of the voting power of all of the ordinary shares of the Company and the adoption of a new MOI;
4.2.4 in respect of BLT, BLT shall deliver to the other Subscribing Parties a certified copy of the minutes of a meeting of the board of directors of BLT authorising the execution by the appropriate signatories by and on behalf of BLT of the Transaction Documents to which it is a party, and the performance by BLT of its obligations thereunder;
4.2.5 in respect of NET1, NET1 shall deliver to the other Subscribing Parties a certified copy of the minutes of a meeting of the board of directors of NET1 authorising the execution by the appropriate signatories by and on behalf of NET1 of the Transaction Documents to which it is a party, and the performance by NET1 of its obligations thereunder;
4.2.6 in respect of MS15, MS15 shall deliver to the other Subscribing Parties a certif...
TRANSACTION UNDERTAKINGS
