Foundational Documents. To the fullest extent not prohibited by applicable Requirements of Law, the Shareholders and the Company shall take, or cause to be taken, all necessary action as may be required (including, voting all Shares or executing proxies or written consents, causing the Company to call a meeting of Shareholders, and, to the extent permitted by applicable Requirements of Law, directing the Directors designated by them to act) to cause the memorandum of association and articles of association of the Company to be amended, as necessary, so that they do not at any time conflict with any provision of this Agreement and they permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. As between Shareholders and their Affiliates, in the event of any conflict between this Agreement and memorandum of association and articles of association of the Company, this Agreement shall control. Notwithstanding any other provision in this Agreement, nothing in the Agreement shall constitute an unlawful restriction or ▇▇▇▇▇▇ of the Company’s statutory powers, and if any provision of this Agreement is found to constitute such restriction or ▇▇▇▇▇▇ or is otherwise unlawful and/or unenforceable against the Company, such term shall, as against the Company only, be severed from the rest of the Agreement and treated as void.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholders’ Agreement (Central European Distribution Corp)