Common use of Shareholder Obligations Clause in Contracts

Shareholder Obligations. (a) Metrogas must fulfill its obligations under this Agreement and the CIPA; however, any disputes arising between Metrogas and the Company with respect to the CIPA or performance thereunder shall be resolved in accordance with the provisions of such CIPA, and shall be subject to the remedies contained therein. (b) Will▇▇▇▇ ▇▇▇t fulfill or cause to be fulfilled its obligations under this Agreement and the Technical Services Agreement; however, any disputes arising between Will▇▇▇▇ ▇▇▇ the Company with respect to the Technical Services Agreement or performance thereunder shall be resolved in accordance with the provisions of such Technical Services Agreement, and shall be subject to the remedies contained therein. (c) The Shareholders shall be obligated to undertake or cause to be undertaken all acts necessary in order for the Business to be developed in accordance with the terms of the Business Plan, unless otherwise prevented by reasons of Force Majeure. (d) The Shareholders shall be obligated to disclose to each other the existence of any agreement, fact or situation of any nature whatsoever, whether such agreement, fact or situation exists or has taken place within or outside of the Republic of Chile, which has or may have any effect on the use or operation of the Communications Infrastructure (as defined in the CIPA). (e) In the event that Will▇▇▇▇ ▇▇▇ not exercised the warrant referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, the Shareholders shall be obligated to cause a special meeting of the Shareholders to be held on such third anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to both annul the 48,160 Shares that were authorized but not issued or subscribed at the Special Shareholders' meeting held on March 1, 1999; and (iii) further authorize 48,160 new Shares, over which Will▇▇▇▇ ▇▇▇ll have the same right to subscribe as specified in Section 3.6 of this Agreement, effective however only until the fourth anniversary of the Closing Date. (f) In the event however that, by the fourth anniversary of the Closing Date, Will▇▇▇▇ ▇▇▇ not subscribed the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above, the Shareholders shall be obligated to cause a new special meeting of the Shareholders to be held on such fourth anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to annul the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above; and (iii) modify the By-Laws as required so as to be consistent with the following, effective on and after the fourth anniversary of the Closing Date: (i) Section 4.1(b) to be deleted in its entirety, and replaced with the following: "All resolutions by the Board of Directors or the Shareholders shall be passed by a simple majority of its members.". (ii) Will▇▇▇▇ ▇▇▇ll be entitled to nominate one (1) permanent director and one alternate director. (iii) The voting quorums specified in Sections 4.3(c) and (d) of this Agreement that are required for the appointment, removal and re-appointment of the senior officers and managers of the Company shall be a simple majority of the members of the Board of Directors of the Company. (iv) The following sentence from Section 4.2(a) to be deleted: "For the purposes of Section 4.2(d) of this Agreement, Will▇▇▇▇ ▇▇▇ll be deemed to have nominated two (2) directors.". (g) For the purposes of Sections 9.4(e) and (f), the Company Secretary of the Company shall, no later than January 30, 2002 and also, if Will▇▇▇▇ ▇▇▇ not exercised the warrant referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, issue a written reminder notice no later than January 30, 2003 to Will▇▇▇▇. ▇▇twithstanding the foregoing, the Parties expressly acknowledge and agree that failure by the Company Secretary of the Company to issue, or the failure by Will▇▇▇▇ ▇▇ receive, such written reminder notice shall not entitle Will▇▇▇▇ ▇▇ any additional time period within which to exercise the warrant referred to in Section 3.6 of this Agreement, nor shall it entitle Will▇▇▇▇ ▇▇ have any recourse, in any manner whatsoever, against the Company or the officers, directors, or other shareholders thereof.

Shareholder Obligations. (a) Metrogas must fulfill its obligations under this Agreement and the CIPA; however, any disputes arising between Metrogas and The Shareholder shall furnish to the Company with respect such information regarding the distribution of the Registrable Securities in the Offering as the Company may from time to the CIPA or performance thereunder shall be resolved in accordance with the provisions of such CIPA, and shall be subject to the remedies contained thereintime reasonably request. (b) WillThe Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event requiring discontinuance of distribution of Registrable Securities in the Offering, the Shareholder will forthwith discontinue disposition of Registrable Securities until such time as Shareholder receives copies of any supplemented or amended prospectus necessary to continue the Offering, and, if so directed by the Company, the Shareholder will deliver to the Company all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Shareholder agrees to (i) sell its Registrable Securities at the price and on the basis provided in any underwriting arrangements approved by the Board of Directors of the Company or its Pricing Committee, provided that such price is at least $7 per Share (calculated on a pre-stock split basis), (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) execute a Custody Agreement and Power of Attorney, in customary form, in favor of Edward J. Lauth, III and Geoffrey F. Feidelberg, or suc▇ ▇▇▇▇▇ ▇▇▇t fulfill ▇▇▇▇an or atto▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇ selected by the Company. (d) Shareholder shall pay a portion of all the Company's reasonable expenses related to the Offering equal to the number of Registrable Securities sold by the Shareholder in the Offering divided by all Shares sold in the Offering. The Company's reasonable expenses related to the Offering shall include without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, internal out-of-pocket expenses, the fees and expenses incurred in connection with the listing of the Shares on any securities exchange, fees and disbursements of counsel for the Company and its independent certified public accountants, securities liability insurance (if the Company elects to obtain such insurance), and the reasonable fees and expenses of any other persons retained by the Company in connection with the Offering. The Shareholder shall pay the fees and expenses of its own counsel and underwriting discounts and commissions attributable to the sale of the Registrable Securities, and its other out-of-pocket expenses. (e) Shareholder agrees that in the event that (i) Shareholder sells less than 99% of the total amount of Registrable Securities held by Shareholder on the date hereof (including Shares issuable upon exercise of any warrants held by Shareholder), on or before the date of the sale of the Registrable Securities, Shareholder shall cause Mr. Bruce to resign from the Company's Board of Directo▇▇ ▇▇▇ (▇i) in the event that Shareholder sells 99% or more of the total amount of Registrable Securities held by Shareholder on the date hereof (including Shares issuable upon exercise of any warrants held by Shareholder), Shareholder shall cause both Mr. Rich and Mr. Bruce to resign from the Board of Dire▇▇▇▇▇ ▇▇ the ▇▇▇▇▇▇▇. (f) Shareholder agrees that any warrant held by Shareholder for the purchase of Shares shall be fulfilled its obligations under exercised by Shareholder prior to sale of the Registrable Securities and Shareholder hereby waives any rights it has had or will have to consent to issuances of securities by the Company. Shareholder agrees that the Custody Agreement and Power of Attorney will authorize the parties thereto to exercise all of Shareholder's warrants concurrently with the Offering and deduct the exercise price therefor from the proceeds of the Offering. Company and Shareholder agree that any and all other agreements (other than this Agreement) between Shareholder or any affiliate thereof and the Company shall terminate and be null and void upon execution of this Agreement and no party thereto shall have any further rights or obligations under such agreements, provided that any agreements related to sale of the Technical Services Company's bottled water products shall remain in effect pursuant to the terms thereof. (g) Shareholder agrees that promptly after execution of this Agreement; however, any disputes arising between Willit shall deliver all Registrable Securities to be sold in the Offering as set forth in Section 2 hereof (including warrants, if applicable) to McQuaide, Blasko, Schwartz, Fleming & Faulkner, Inc., to be held in escro▇ ▇▇ ▇▇▇h ▇▇▇▇ ▇▇▇ the Company with respect to the Technical Services Agreement or performance thereunder shall be resolved in accordance with the provisions of such Technical Services Agreement, and shall be subject to the remedies contained therein. (c) The Shareholders shall be obligated to undertake or cause to be undertaken all acts necessary in order for the Business to be developed in accordance with the terms of the Business Plan, unless otherwise prevented by reasons of Force Majeure. (d) The Shareholders shall be obligated to disclose to each other the existence of any agreement, fact or situation of any nature whatsoever, whether such agreement, fact or situation exists or has taken place within or outside of the Republic of Chile, which has or may have any effect on the use or operation of the Communications Infrastructure (as defined in the CIPA). (e) In the event that Will▇▇▇▇ ▇▇▇ not exercised the warrant referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, the Shareholders shall be obligated to cause a special meeting of the Shareholders to be held on such third anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to both annul the 48,160 Shares that were authorized but not issued or subscribed at the Special Shareholders' meeting held on March 1, 1999; and (iii) further authorize 48,160 new Shares, over which Will▇til ▇▇▇ ▇▇▇ll have the same right to subscribe as specified in Section 3.6 lier of this Agreement, effective however only until the fourth anniversary consummation of the Closing Date. (f) In the event however that, by the fourth anniversary Offering or execution of the Closing Date, Will▇▇▇▇ ▇▇▇ not subscribed the 48,160 authorized Shares Custody Agreement and Power of Attorney referred to in Section 9.5(e)(iii4(c) above, the Shareholders shall be obligated to cause a new special meeting of the Shareholders to be held on such fourth anniversary of the Closing Date, or the next Business Day thereafter, at which time such firm shall deliver such Registered Securities in accordance with such Custody Agreement and Power of Attorney. In the Shareholders must (i) attend in order to form event the necessary quorum; (ii) use their voting rights to annul the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above; and (iii) modify the By-Laws as required so as to be consistent with the followingOffering is not consummated by March 31, effective on and after the fourth anniversary of the Closing Date: (i) Section 4.1(b) to be deleted in its entirety1998, and replaced with the following: "All resolutions by the Board of Directors or the Shareholders shall be passed by a simple majority of its members.". (ii) Will▇▇▇▇ ▇▇▇ll be entitled to nominate one (1) permanent director and one alternate director. (iii) The voting quorums specified in Sections 4.3(c) and (d) of this Agreement that are required for the appointment, removal and re-appointment of the senior officers and managers of the Company shall be a simple majority of the members of the Board of Directors of the Companyinstruct escrow agent to return all Shareholder's Registrable Securities and warrants to Shareholder. (iv) The following sentence from Section 4.2(a) to be deleted: "For the purposes of Section 4.2(d) of this Agreement, Will▇▇▇▇ ▇▇▇ll be deemed to have nominated two (2) directors.". (g) For the purposes of Sections 9.4(e) and (f), the Company Secretary of the Company shall, no later than January 30, 2002 and also, if Will▇▇▇▇ ▇▇▇ not exercised the warrant referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, issue a written reminder notice no later than January 30, 2003 to Will▇▇▇▇. ▇▇twithstanding the foregoing, the Parties expressly acknowledge and agree that failure by the Company Secretary of the Company to issue, or the failure by Will▇▇▇▇ ▇▇ receive, such written reminder notice shall not entitle Will▇▇▇▇ ▇▇ any additional time period within which to exercise the warrant referred to in Section 3.6 of this Agreement, nor shall it entitle Will▇▇▇▇ ▇▇ have any recourse, in any manner whatsoever, against the Company or the officers, directors, or other shareholders thereof.

Shareholder Obligations. (ai) Metrogas must fulfill its obligations The Company may require each Shareholder holding Registrable Securities to be sold under this Agreement and the CIPA; however, any disputes arising between Metrogas and such registration statement to furnish the Company with respect to the CIPA or performance thereunder shall be resolved such information as it may reasonably request in accordance with the provisions writing (1) regarding such Shareholder's proposed distribution of such CIPAsecurities and (2) as required in connection with any registration (including an amendment to a registration statement or prospectus), and shall be subject to the remedies contained therein. (b) Will▇▇▇▇ ▇▇▇t fulfill qualification or cause to be fulfilled its obligations under this Agreement and the Technical Services Agreement; however, any disputes arising between Will▇▇▇▇ ▇▇▇ the Company with respect to the Technical Services Agreement or performance thereunder shall be resolved in accordance with the provisions of such Technical Services Agreement, and shall be subject to the remedies contained therein. (c) The Shareholders shall be obligated to undertake or cause to be undertaken all acts necessary in order for the Business to be developed in accordance with the terms of the Business Plan, unless otherwise prevented by reasons of Force Majeure. (d) The Shareholders shall be obligated to disclose to each other the existence of any agreement, fact or situation of any nature whatsoever, whether such agreement, fact or situation exists or has taken place within or outside of the Republic of Chile, which has or may have any effect on the use or operation of the Communications Infrastructure (as defined in the CIPA). (e) In the event that Will▇▇▇▇ ▇▇▇ not exercised the warrant compliance referred to in Section 3.6 of this Agreement by the third anniversary of the Closing Date, the Shareholders shall be obligated to cause a special meeting of the Shareholders to be held on such third anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to both annul the 48,160 Shares that were authorized but not issued or subscribed at the Special Shareholders' meeting held on March 1, 1999; and (iii) further authorize 48,160 new Shares, over which Will▇▇▇▇ ▇▇▇ll have the same right to subscribe as specified in Section 3.6 of this Agreement, effective however only until the fourth anniversary of the Closing Date. (f) In the event however that, by the fourth anniversary of the Closing Date, Will▇▇▇▇ ▇▇▇ not subscribed the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above, the Shareholders shall be obligated to cause a new special meeting of the Shareholders to be held on such fourth anniversary of the Closing Date, or the next Business Day thereafter, at which the Shareholders must (i) attend in order to form the necessary quorum; (ii) use their voting rights to annul the 48,160 authorized Shares referred to in Section 9.5(e)(iii) above; and (iii) modify the By-Laws as required so as to be consistent with the following, effective on and after the fourth anniversary of the Closing Date: (i) Section 4.1(b) to be deleted in its entirety, and replaced with the following: "All resolutions by the Board of Directors or the Shareholders shall be passed by a simple majority of its members."Article III. (ii) Will▇▇▇▇ ▇▇▇ll be entitled to nominate one (1) permanent director and one alternate director. (iii) The voting quorums specified in Sections 4.3(c) and (d) of this Agreement that are required for the appointmentEach Shareholder, removal and re-appointment of the senior officers and managers of the Company shall be a simple majority of the members of the Board of Directors of the Company. (iv) The following sentence from Section 4.2(a) to be deleted: "For the purposes of Section 4.2(d) by execution of this Agreement, Will▇▇▇▇ ▇▇▇ll be deemed agrees (1) that upon receipt of any notice from the Company, or upon such Shareholder's otherwise becoming aware, of the happening of any event of the kind described in Article III(a)(viii), such Shareholder will forthwith discontinue its disposition of Registrable Securities pursuant to have nominated two the registration statement relating to such Registrable Securities until the receipt by such Shareholder of the copies of the supplemented or amended prospectus contemplated by subdivision Article III(a)(viii) and, if so directed by the Company, will deliver to the Company all copies other than permanent file copies, then in possession of the Shareholders of the prospectus relating to such Registrable Securities current at the time of receipt of such notice; and (2) directors.". (g) For that such Shareholder will immediately notify the purposes Company, at any time when a prospectus relating to the registration of Sections 9.4(e) and (f)such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Shareholder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such Shareholder shall give any such notice, the Company Secretary of the Company shall, no later than January 30, 2002 and also, if Will▇▇▇▇ ▇▇▇ not exercised the warrant period referred to in Section 3.6 Article III(a)(iii) shall be extended by a number of this Agreement by days equal to the third anniversary number of days during the period from and including the giving of notice pursuant to Article III(a)(viii) to and including the date when such Shareholder shall have received the copies of the Closing Date, issue a written reminder notice no later than January 30, 2003 to Will▇▇▇▇. ▇▇twithstanding the foregoing, the Parties expressly acknowledge and agree that failure supplemented or amended prospectus contemplated by the Company Secretary of the Company to issue, or the failure by Will▇▇▇▇ ▇▇ receive, such written reminder notice shall not entitle Will▇▇▇▇ ▇▇ any additional time period within which to exercise the warrant referred to in Section 3.6 of this Agreement, nor shall it entitle Will▇▇▇▇ ▇▇ have any recourse, in any manner whatsoever, against the Company or the officers, directors, or other shareholders thereofArticle III(a)(viii).