At the Shareholders' Meeting the Shareholders shall use their best efforts to reach a solution acceptable to all the Parties. If the Shareholders are unable to reach a solution acceptable to all Shareholders at the Shareholders’ Meeting, the Shareholders shall vote unanimously to dissolve and liquidate the Target Company.
At the Shareholders' Meeting the Vendor shall use reasonable endeavours to ensure that a majority of the outstanding shares of the Vendor are voted in favour of approval and adoption of this Agreement. 5.7 Should the Vendor or the Purchaser become aware of anything which will or is reasonably likely to prevent the Conditions from being satisfied it shall disclose the same to the other party as soon as reasonably practicable and in any event before Completion and within two Business Days of it becoming aware of the matter. 5.8 In the event that the Condition in Clause 5.1.1 is not satisfied (or waived by the Purchaser) within 120 days of the date of this Agreement ("the Termination Date"), the Purchaser may at its option rescind this Agreement by notice in writing to the Vendor and the Vendor shall promptly pay (pound)2,000,000 to the Purchaser in immediately available funds in full and final settlement of all Claims. 5.9 If: 5.9.1 the Condition in Clause 5.1.2 is not satisfied on the Completion Date or it becomes apparent on or before Completion that such Condition will not be satisfied on the Completion Date; or 5.9.2 the Vendor is or would be at Completion in breach of any of the Warranties repeated in accordance with Clause 8.1 (including any breaches disclosed in the Supplemental Disclosure Letter) where the liability arising from such breach is equal to or greater than (pound)300,000; or 5.9.3 the Vendor is unable to fulfil the obligations on it under Clause 7 (where such obligations are: (i) wholly within its control, or (ii) relate to documents to be provided to any party providing finance to the Purchaser),
At the Shareholders' Meeting the Principal Shareholders will vote, or cause to be voted, all of Rudy's Shares owned beneficially by each of them in favor of approving the Merger and this Agreement.
At the Shareholders' Meeting. Deltec (a) shall vote its shares in the Seller to approve this Agreement and the Asset Sale, and (b) shall cause ARC to vote its shares in the Seller to approve this Agreement and the Asset Sale.
At the Shareholders' Meeting. The Rollover Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by the Rollover Shareholder prior to the execution of this Agreement in respect of the voting of its Securities, if any, are not irrevocable and the Rollover Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to its Securities. The Rollover Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Rollover Shareholder under this Agreement. The Rollover Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then the Rollover Shareholder agrees to vote its Securities in accordance with Section 1.1 above.
