Undertakings of the Shareholders. 2.1 Each Shareholder hereby irrevocably and unconditionally undertakes and agrees, subject to the restrictions set forth in Sections 2.2 and the condition precedent (aufschiebende Bedingung) set forth in Section 2.3 below, vis-à-vis TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Xxxxxx, and in each case to the extent legally possible and permissible 2.1.1 to fully support the Transactions and to implement the Transactions contemplated under and as set forth in the BCA and the other Transaction Documents in relation to which the Shareholders support or participation is required or appropriate, and in particular, without limitation, to (a) enter into, amend, restate and/or terminate any and all agreements as contemplated herein or therein and required, necessary or appropriate in this context; (b) make and accept any and all declarations (including approvals and waivers of any kind, including waiving rights of first refusal, options and similar rights) which are necessary or appropriate in this context; (c) if and when shareholders’ meetings of the Company or, following the Share Exchange, TopCo, are held, appear at such meetings and cause the Company Shares or TopCo Shares, respectively, to be counted as present thereat for the purpose of establishing a quorum; (d) participate in shareholders’ meetings of the Company or, following the Share Exchange, TopCo, and vote in favor of and pass any and all resolutions therein which are necessary or appropriate in this context, it being understood and agreed that, in particular, without limitation, such Shareholder shall participate in, vote in favor of and pass any and all resolutions with respect to the approval of the transfer of Company Shares to TopCo within the Share Exchange and the conversion of TopCo into a Dutch public limited liability company (naamloze vennootschap)´and an increase in authorized capital in the Company if necessary; and (e) do any and all other acts of any kind which are necessary or appropriate to implement the Business Combination, when requested by the Company; 2.1.2 to omit from taking any actions which (a) could be detrimental to, impede, interfere with, prohibit, delay, postpone or otherwise adversely affect the implementation or completion of the transactions contemplated by and as set forth in the BCA or the other Transaction Documents, including the Transactions, in particular, without limitation, (i) except for the Share Exchange, not to sell,...

Undertakings of the Shareholders. The Shareholders undertake to cause their respective Affiliates and any third party who acquires the ownership of shares issued by the Company (except individuals designated as members of the Board of Directors by each of the Parties) to adhere to this Agreement in writing and unconditionally, as a condition precedent for the acquisition of such ownership.

Undertakings of the Shareholders. 5.1 From and after the date hereof and so long as any of the Senior Liabilities are outstanding or in force, the Shareholders:-

Undertakings of the Shareholders. 5.1 From and after the date hereof and so long as any of the Senior Liabilities are outstanding or in force, the Shareholders: Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000, 000.00 (i) shall not without the prior written consent of the Agent;

Undertakings of the Shareholders. Each of the Shareholders undertakes to the Lenders that it shall so long as the Borrower has any liability to the Lenders under the Facility Agreements:

Undertakings of the Shareholders. 1.1 The Shareholders hereby undertake, each individually and only in relation to its respective Relevant Shares, (a) subject to Section 1.10, not to dispose of any Relevant Shares to its affiliates or to any third parties outside the Offer; and (b) to accept the Offer in respect of (i) all Owned Target Shares except for 456,749 Owned Target Shares held by Shareholder 2 („Excluded Shares“) no later than on the fifth Business Day after the start of the initial acceptance period under the Offer; and (ii) all Acquired Target Shares no later than on the day of their respective acquisition, in each case pursuant to, and in full compliance with the terms and provisions of, the Offer Document and provided that the consideration (angebotene Gegenleistung) per Target Share offered by the Bidder under the Offer are 0.8244 shares in the Bidder (the ”Exchange Ratio”). 1.2 The Shareholder 2 is entitled to sell the Excluded Shares, but, for the avoidance of doubt, nothing in this Agreements prevents Shareholder 2 from accepting the Offer for all or part of the Excluded Shares. 1.3 The Shareholders further undertake (i) not to withdraw or otherwise terminate (kündigen) or rescind (zurücktreten) from, or challenge (anfechten) this Agreement and the agreements concluded as a result of the acceptance of the Offer for any reason, and (ii) subject to Section 1.10, to transfer all Relevant Shares to the Bidder pursuant to the terms and conditions of the Offer Document on the date the Offer will be settled. 1.4 The Relevant Shares will be subject to the same terms, conditions and procedures as any other Target Shares tendered in the Offer, and the Shareholders will benefit from any amendment, revision, extension, improvement or increase of the Offer to the same extent as any other shareholder of Target who tenders Target Shares into the Offer. 1.5 The Shareholders will submit to the Bidder, no later than on the first Business Day after acceptance pursuant to Section 1.1 above, adequate written evidence of (i) their tendering of the Relevant Shares into the Offer, and (ii) the book-entry transfer (Umbuchung) of the Relevant Shares into the security identification number of the tendered shares as a result of such acceptance. 1.6 Except as set forth in Section 1.10, the Shareholders hereby confirm to the Bidder that they are, at the date of this Agreement, under no obligation to enter into or implement, and hereby undertake that they will not solicit, support, enter into or continu...

Related to Undertakings of the Shareholders

Covenants of the Stockholders Each of the Stockholders hereby covenants and agrees that:
Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:
Covenants of the Stockholder During the term of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (including an approval by written consent), the Stockholder shall be present in person or represented by proxy, or otherwise cause, the Subject Shares (to the extent such Subject Shares have voting rights) to be counted for quorum purposes under applicable Law and shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) with respect to the Subject Shares (to the extent such Subject Shares have voting rights) (A) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for approval of the Merger and adoption of the Merger Agreement on the date on which such meeting is held. (b) At any meeting of stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (to the extent such Subject Shares have voting rights) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of assets that constitute or account for over 15% of the consolidated net revenues, net income or assets of the Company and its subsidiaries, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, (ii) any amendment of the Company’s articles of incorporation or by-laws or other action, proposal, transaction or agreement involving the Company or any of its subsidiaries, which amendment or other action, proposal, transaction or agreement would in any manner impede, hinder, interfere with, frustrate, prevent, delay, adversely affect or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder under this Agreement or of the Company under the Merger Agreement. (c) The Stockholder agrees not to, directly or indirectly (i) Transfer, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares to any Person other than Merger Sub or Merger Sub’s designee, in each case pursuant to the Offer, or (ii) enter into any voting arrangement, whether by proxy, voting agreement, power of attorney or otherwise, with respect to the Subject Shares; provided, however, that the Stockholder may Transfer Subject Shares to any Person that is an Affiliate of the Stockholder so long as such Person agrees, in form and substance reasonably satisfactory to Parent, with respect to the Subject Shares that are Transferred to such Person, to be bound by the terms and conditions of this Agreement (each a “Permitted Transfer”). For purposes of this Agreement, “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding to do any of the foregoing.
Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.
Covenants of the Selling Shareholders Each Selling Shareholder further covenants and agrees with each Underwriter:
Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:
Covenants of the Shareholder The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.
Covenants of the Selling Stockholders Each Selling Stockholder further covenants and agrees with each Underwriter:
Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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