Common use of Company Undertaking Clause in Contracts

Company Undertaking. Subject to applicable law and the Company’s governing documents, the Company shall take all actions necessary or desirable to give effect to the agreement of the Stockholders contained in Section 1, including, without limitation, (i) ensuring that the individuals nominated by Pangaea to serve as a Pangaea Director or the Independent Director are duly and timely nominated and included in the slate of directors recommended by the Company for election by the Company’s stockholders; (ii) calling, setting a record date for, providing notice of, and holding one or more special meetings of the Company’s stockholders for purposes of elect such directors; and (iii) timely preparing (at the Company’s sole expense) such documentation as is required to hold any such meeting in accordance with applicable law and the AIM Rules or the rules of any other applicable securities exchange. Neither the Company nor the RPS Stockholders shall amend (or agree to an amendment of) the Company’s governing documents in a manner that would adversely effect the rights of Pangaea hereunder or permit the Company to circumvent its obligations under this Section 3 without the prior written consent of Pangaea. The Company shall not delegate substantially all of the governance authority and power of the Board to a committee of the Board (such as an executive committee) unless the Pangaea Directors have proportionate representation on such committee; provided that (A) the foregoing is not intended to require that one or both Pangaea Directors be appointed to any particular committees of the Board other than a committee (such as an executive committee) to which substantially all of the governance authority of the Board is delegated, and (B) for the avoidance of doubt, the foregoing does not apply to committees established by the Company’s management team (and not by the Board) even if one or more executive directors serve on such committees in their capacities as officers of the Company.