Shareholders' Obligations. This provision is intended to prevent a shareholder from acting ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . Edit as you require.
Shareholders' Obligations. 11.1. The shareholders agree to exercise their powers in relation ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Shareholders' Obligations. The Shareholders shall procure the observance of the abovementioned restrictions by the Company and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only their employees and directors and those of the Company whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential. The Shareholders shall in addition procure that such employees of the Company whose duties will require them to possess, or have access to, confidential information, shall sign confidentiality agreements with the Company respecting the confidentiality of such information.
Shareholders' Obligations. All obligations and liabilities of each Shareholder under this Agreement shall be several and not joint and no Shareholder shall have any liability for any obligations or liabilities under this Agreement of any other Shareholder, except that all obligations specified under this Agreement as an obligation of a Group of Shareholders or Shareholder Group shall be joint and several obligations of the Sellers within such Group of Shareholders.
Shareholders' Obligations. This provision is intended to prevent a shareholder from acting secretly on behalf of a predator or other third party interest. You ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ! ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Shareholders' Obligations. Except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall use commercially reasonable endeavours to exercise its powers in relation to the Company so as to ensure that:
Shareholders' Obligations. Each Party shall comply with the provisions of this Agreement in relation to its investment in the Company and in transacting business with the Company and shall exercise its rights and powers in accordance herewith and so as to give effect to this Agreement.
Shareholders' Obligations. In consideration of the mutual obligations of the Shareholders herein contained, and except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall exercise its voting rights and powers available to it to ensure that:
Shareholders' Obligations. Each Shareholder undertakes to use all commercially reasonable efforts to, and to cause the Company to, remain at all times in compliance with the terms and conditions of the License and of the provisions of the Relationship Agreement which apply to such Shareholder. For the avoidance of any doubt, the provisions of the Relationship Agreement which apply to SCG shall be strictly in accordance with SCG's letter of undertaking attached hereto as Exhibit D (the “Binding Provisions”). For the avoidance of any doubt, any amendment to the current form of the Relationship Agreement (attached herein as Exhibit E) and the Binding Provisions, shall not be binding upon SCG, unless SCG has provided its explicit written consent to such amendment.
Shareholders' Obligations. The Shareholders shall be responsible for and pay and shall indemnify and hold harmless the Buyer and the Companies with respect to: (i) any and all Taxes imposed on either Company, or for which either Company is liable, with respect to any periods ending on or before the Closing Date or with respect to a period that commences before and ends after the Closing Date to the extent attributable to the period prior to Closing pursuant to Section 7.05(e), (ii) any Taxes that are due with respect to any period for which either Company has filed or is required to file an S Corporation Tax Return, (iii) all taxes arising out of a breach of the representations, warranties or covenants relating to tax matters contained in this Agreement, without regard to any disclosure set forth in the Schedules hereto, (iv) any Taxes of the Shareholders, including Taxes relating to the Assets for the period before Closing, and (v) any costs or expenses with respect to Taxes indemnified hereunder. Any indemnity required to be made by the Shareholders pursuant to this Section 7.05(d) shall be made within 30 days of written notice from the Buyer. Notwithstanding anything to the contrary in this Agreement, the obligations of the Shareholders and the Shareholders under this Section 7.05(d) shall not be subject to a deductible, threshold or similar concept and shall not be limited in amount.
