Indian Shareholder Approval. (a) ICI undertakes that it shall use its reasonable endeavours, and shall (without prejudice to the foregoing) exercise its voting and other rights attaching to the ICI India Shares, and shall procure that its representatives on the board of directors of ICI India take such action (subject to proper consideration and exercise of their fiduciary and other duties as directors of ICI India) as is available to them, to procure the issue of the Indian Notice by ICI India to the shareholders of ICI India as soon as possible after the signature by all parties of this Agreement, complying with the requirements of Sections 192A and 293 of the Companies Xxx 0000 (India), describing the transaction which is the subject of the Indian Business Transfer Agreement, containing the recommendation of the board of directors of ICI India that its shareholders vote in favour of that transaction, and seeking the approval of the shareholders of ICI India of the sale of the Indian Business as contemplated by the terms of this Agreement and the Indian Business Transfer Agreement;
