Shareholders Undertakings Sample Clauses
The 'Shareholders' undertakings' clause sets out the specific obligations and commitments that shareholders agree to uphold in relation to the company and each other. Typically, this clause may require shareholders to act in good faith, refrain from competing with the company, or maintain confidentiality regarding sensitive information. By clearly outlining these responsibilities, the clause helps prevent disputes, ensures alignment of interests among shareholders, and protects the company's operations and value.
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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:-
6.1.1 for so long as the Existing Shareholder is employed by the Company or any other Group Company she will devote such time and attention to the business of the Group as is required for the proper performance of her duties as Chief Executive Officer and will use her best endeavours to develop the business and interests of the Group and will not be concerned with any other business either which is in competition with the Business without the prior written approval of the Investor Director or which interferes with the proper performance of her duties as Chief Executive Officer;
6.1.2 upon her ceasing (whether of her own volition or otherwise) to be employed by or to be a director of any Group Company she will not for a period of one year from the date of such cessation (or, if she ceases to be an employee on a different date from that on which she ceases to be a director, the later of such dates) (the "Cessation Date"), whether on her own account or on behalf of the person, firm or company:-
6.1.2.1 solicit (in connection with any business of a type then carried on by the Group) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of one year immediately preceding such cessation, was either to her knowledge a material customer, client, supplier, agent or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or
6.1.2.2 seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods or services to any Group Company or the terms of any such supply; or
6.1.2.3 carry on, engage in or be concerned or interested either as principal or as a partner or employee of any other person within the United Kingdom in any business or activity which competes with the Business or any other businesses and activities (or, if more than one, any of them) in which any Group Company is engaged at the date of such cessation and with which the Existing Shareholder has had any personal involvement;
6.1.3 she will not at any time after the Cessation Date represent herself as still being (i) an employee or a director of or as otherwise having any authority to act on...
Shareholders Undertakings. Each Shareholder undertakes to the Optionholder that,
4.2.1 at any time prior to the full exercise or expiry of the Option he grants to the Optionholder, he will not (without the prior written consent of the Optionholder) dispose of any interest in any of his Option Interests or equity interests in its subsidiaries or any right attaching to them (save as may be required in pursuance of his obligations under this Agreement) or create or allow to be created any Encumbrance over any of his Option Interests or equity interests in its subsidiaries or agree (whether subject to any condition precedent or condition subsequent or otherwise) to do any of these things, except that the Optionholder acknowledges that the Shareholders will, in accordance with the financing agreements to be entered into between the Shareholders and Ping An Dahua immediately after the date hereof, enter into the Share Pledge Agreement and transfer their beneficial rights to the Option Interests to Ping An Dahua in order to secure their obligations under the financing agreements.
4.2.2 he will not in any way make any changes or agree to make any changes to the shareholding structure of the Company without the prior written consent of the Optionholder;
4.2.3 he will not do anything that will create a significant adverse impact on the equity interests of the Company or its subsidiaries;
4.2.4 he will notify the Optionholder of the situation of any litigation, arbitration or administrative proceedings that has occurred or may occur in relation to the equity interests of the Company or its subsidiaries; and
4.2.5 upon the request of the Optionholder, provide information and data of the Company’s operations and financial conditions to the Optionholder.
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...
Shareholders Undertakings. Each Shareholder undertakes to the others that:
(a) it will not engage in any activity, practice or conduct which would constitute an offence under any Anti-Corruption Law;
(b) it has, and will maintain in place, and, to the extent that it is able in its capacity as a Shareholder and pursuant to the rights it has under this Agreement, will procure that the Company has, and will at all times maintain in place, Adequate Procedures; and
(c) from time to time, at the reasonable request of a Shareholder, it will confirm in writing that it has complied with its undertakings in respect of itself under clause 37.1(a) and clause 37.1(b), and will provide any information reasonably requested by another Shareholder in support of such compliance.
Shareholders Undertakings. (a) The Shareholder Groups agree that at any General Meeting duly convened for the purpose of voting on any matter required to be transacted by the Shareholders there at, they shall respectively be present in person or through their duly authorised representatives appointed in accordance with Applicable Law for the purpose of complying with the requirements of a valid quorum, and shall vote in respect of all Equity Shares owned and held by them at such General Meeting in accordance with this Agreement and Applicable Law.
(b) The Shareholder Groups hereby jointly and severally undertake to ensure that:
(i) they, their representatives, proxies and agents representing them at General Meetings shall at all times exercise their votes in respect of the Equity Shares in such manner so as to comply with, and to fully and effectually implement, the provisions of this Agreement;
(ii) if any resolution is proposed contrary to the terms of this Agreement, they, their representatives, proxies and agents representing them shall vote against such resolution. If for any reason such a resolution is passed, the Shareholder Groups shall, if necessary, join together and convene an extraordinary general meeting in accordance with Applicable Law for implementing the terms of this Agreement; and
(iii) if a resolution for any matter is approved by the Board and is required to be placed before the Shareholders for their approval, then the Shareholder Groups will act in the same as manner as the Board with respect to that matter.
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.
Shareholders Undertakings. Each of the Shareholders undertakes to the other:-
3.1 to observe and perform its own obligations under this Agreement and give full effect to the provisions of this Agreement and (so far as it is able so to do by the exercise of voting rights in the Company and the power to appoint and remove directors of the Company and the Subsidiary Companies in accordance with this Agreement) to procure that the Company will and procure that each Subsidiary Company will at all times perform and observe all its obligations under this Agreement;
3.2 to procure that, in the case of a meeting of the Company, a duly authorised representative empowered to do all acts and make all decisions on its behalf in connection with such meeting, and in the case of a meeting of the Board, a Shareholder shall procure that a director nominated by it, or his alternate, shall at all reasonable times be available to attend relevant meetings of the Company or the Board or the board of each Subsidiary Company (as the case may be); and
3.3 to disclose to the Company and the other Shareholders as soon as practicable after it becomes aware of the same, any information of a material nature relating to the Business of which it becomes aware.
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.
Shareholders Undertakings