Shareholders Undertakings Sample Clauses

Shareholders Undertakings. 6.1 In consideration of the Investor entering into or becoming party to this Agreement, the Existing Shareholder undertakes to the Company (for itself and as agent and trustee for each Group Company from time to time) and (as a separate undertaking) to the Investor that:-
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Shareholders Undertakings. Each Shareholder undertakes to the others that:
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Shareholders Undertakings. Each Shareholder undertakes to the other parties that it will exercise its rights as a holder of Shares respectively to ensure that the composition of the Board and the procedures for meetings of the Board will be as set out in this clause 3.
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Shareholders Undertakings. Each of the Shareholders undertakes with each of the other Parties that it will use its powers in relation to the Company so as to ensure that the Company ratifies and approves this Agreement and the Ancillary Agreements and fully and promptly observes, performs and complies with the terms hereof as if it were a Party hereto.
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Shareholders Undertakings. Each of the Shareholders undertakes to the other:-
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Shareholders Undertakings. The Shareholder represents and warrants that it is the owner of, and has all relevant authority to accept (or procure the acceptance of) the Offer in respect of, the Shares, and that the Shares are free and clear of encumbrances of any kind. The Shareholder hereby irrevocably undertakes to (i) accept the Offer at a cash price of EUR 15.00 per Share (the “Selling Price”), and otherwise in accordance with the terms and conditions of the Offer to be determined by the Bidder, in respect of all Shares (or, in the Bidder’s discretion, sell such Shares to the Bidder or its nominated subsidiary separately from the Offer at the Selling Price), and (ii) deliver evidence of such acceptance to the Bidder within three days from the beginning of the acceptance period of the Offer, and (iii) not to exercise voting rights pertaining to the Shares in a manner which may prejudice or frustrate the Offer. In particular, it is agreed and understood by the Parties that the board of directors of the Company may, pursuant to the authorization granted by the annual general meeting held on 6 April 2011, resolve to distribute additional dividends or other funds to its shareholders in the maximum amount of EUR 18, 000,000.00, and that a per share distribution of EUR 0.80 is being contemplated. The funds so distributed prior to the Closing Date shall result in equal reduction in the above stated per share offer price resulting in the Selling Price being EUR 14.20. Should the Company distribute any further dividends or make any other distributions or payments to shareholders, in their capacity of shareholders, after the date hereof and prior to the Shares having been transferred to the Bidder pursuant to the Offer so that such payments would not be made to the Bidder, the Selling Price shall be further reduced by such distribution or payment. Also, if the consideration offered by the Bidder is increased in the Offer from time to time, the Shareholder’s irrevocable undertaking to accept the Offer above is subject to that the Selling Price is increased accordingly. The Shareholder hereby irrevocably undertakes not to (i) offer, sell, transfer, charge, pledge or grant any option over or otherwise dispose of any of the Shares, whether directly or indirectly, except to the Bidder or its nominee, (ii) solicit or accept any other offer (public or private) in respect of any of the Shares, (iii) directly or indirectly solicit proposals or offers from third parties for the acquisition of all sha...
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Shareholders Undertakings a. J.T.C.
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Shareholders Undertakings 
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Related to Shareholders Undertakings

  • LICENSEE’S UNDERTAKINGS 8.1 The Licensee shall:

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Disclaimer of Shareholder and Trustee Liability The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund’s property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming Trustee and shareholder liability for acts or obligations of the Fund. Xxxxxxxxxxx Select Value Fund By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ Xxxx XxXxxxxxx Xxxx XxXxxxxxx

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Trustees and Officers as Shareholders Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

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