Common use of APPROVALS AND WAIVERS Clause in Contracts

APPROVALS AND WAIVERS. (a) Each Party agrees to act in good will and good faith and to seek, and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the transfer and conveyance of the Assigned Interest as specified in Section 2.1 and the vesting thereof in Purchaser on the Closing Date. (b) Following the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to ▇▇▇, the ▇▇▇ Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that ▇▇▇ has issued the ▇▇▇ Approval for the E&P Contract, notify Purchaser of issuance of the ▇▇▇ Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from ▇▇▇ the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the ▇▇▇; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set out in the Put-8 JOA; and (vii) Seller shall, forthwith after it receives the elections in respect of either ROFR Notice or the expiry of the time period provided for in the applicable ROFR Notice, whichever occurs first, notify Purchaser of the election (c) Subject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Parties shall provide such documentation and information, which may be requested by ▇▇▇ in respect of the evaluation of the granting of the ▇▇▇ Approval. (d) In the event that the ▇▇▇ rejects the Assignment Request, refuses to grant the ▇▇▇ Approval or requests additional information in order to process the Assignment Request, Seller agrees to and shall be obliged to submit any and all information and take all legal actions including execution of agreements documents as may be required by Purchaser as many times as it is necessary to obtain the ▇▇▇ Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the ▇▇▇ Approval as contemplated herein is obtained.

APPROVALS AND WAIVERS. (a) Each Party agrees By entering into this Agreement, each Selling Shareholder hereby approves the Transaction pursuant to act their approval rights under the Shareholders Agreement and the Constitution and waives any other rights they may have under the Shareholders Agreement or the Constitution in good will connection with such Transaction, in each case to the extent legally permissible. To the extent applicable, during the Restricted Period, each Selling Shareholder shall exercise its voting rights and good faith and powers available to seekit, and shall procure its appointed Directors (as the case may be) to do all things reasonably approve such resolutions, as may be necessary to obtain all approvals, consents and other permissions necessary to achieve implement the transfer and conveyance of the Assigned Interest as specified in Section 2.1 Purchased Shares and the vesting thereof issuance of the convertible notes in Purchaser on connection with the Closing DateSigning Payment, the Additional Interim Payment and, if paid, the Additional Payment, to the Purchaser. In furtherance of the foregoing, each Selling Shareholder hereby irrevocably and unconditionally (i) consents to the completion of the Transaction contemplated in this Agreement and any other Transaction Documents, (ii) waives any anti-dilution right, preemptive right, right of first refusal, co-sale right, transfer restrictions, protective rights or other similar rights with respect to the Transaction contemplated in this Agreement any other Transaction Documents, and waives any applicable notice periods that it may be entitled to with respect to such transactions, whether such rights or notice periods are provided for under any contract to which such shareholder is a party or under the Constitution or the Shareholders Agreement, and (iii) acknowledges and agrees that the Transaction contemplated in this Agreement and any other Transaction Documents shall not constitute a Liquidation Event as defined in the Constitution. (b) Following By entering into this Agreement, each Selling Shareholder hereby agrees and acknowledges that the Closing Date: issuance of the additional options set forth under the column “Issued Options (iimmediately prior to Closing)” in Schedule 1.1(d) Purchaser shall forthwith after has been duly approved or ratified by such Selling Shareholder pursuant to their approval rights under the applicable Closing Date deliver to ▇▇▇Shareholders Agreement and the Constitution. Further, each Selling Shareholder hereby waives any rights it may have under the Shareholders Agreement or the Constitution in connection with such issuance; provided, however, that the Terminated Options set forth in Schedule 1.1(d) for G▇▇▇ Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that ▇▇▇ has shall be deemed issued the ▇▇▇ Approval for the E&P Contract, notify Purchaser of issuance of the ▇▇▇ Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from ▇▇▇ the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the ▇▇▇; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance him at Closing with the requirements right to receive payment under Section 2.1(c), and only the difference between his Issued Options (immediately prior to Closing) and Terminated Options, each as set out in the Put-8 JOA; and (vii) Seller shallforth on Schedule 1.1(d), forthwith after it receives the elections in respect of either ROFR Notice or the expiry of the time period provided for in the applicable ROFR Notice, whichever occurs first, notify Purchaser of the electionshall be actually issued immediately prior to Closing. (c) Subject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Lawsthe consummation of the Closing pursuant to this Agreement, each Selling Shareholder hereby elects to convert all Preference Shares held by it into Ordinary Shares effective immediately upon the Closing, such conversion to occur at such time without any further action on the part of the Parties shall provide such documentation and informationCompany or the Selling Shareholders. During the Restricted Period, which may be requested by ▇▇▇ in respect each Selling Shareholder hereby agrees to vote at any meeting of the evaluation shareholders of the granting Company, and to act by written consent of the ▇▇▇ Approvalshareholders of the Company, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under this Agreement or that would reasonably be expected to frustrate, prevent or interfere with the Closing. (d) In During the event that Restricted Period, each Selling Shareholder agrees, and will cause its representatives, to take any action reasonable requested by the ▇▇▇ rejects the Assignment Request, refuses to grant the ▇▇▇ Approval or requests additional information Purchaser in order to process effectuate the Assignment Requestpurposes and terms contained in this Agreement and the Transaction Documents. (e) Each Selling Shareholder agrees that, Seller agrees during the Restricted Period, and subject to the consummation of the Closing pursuant to this Agreement, if the Company or the Purchaser is unable, due to such Selling Shareholder’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure such Selling Shareholder’s signature with respect to any stock assignment or instrument of transfer required to be executed by such Selling Shareholder pursuant to the terms and conditions of this Agreement to effect the Closing, then such Selling Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Selling Shareholder’s agent and attorney- in-fact, to act for and on such Selling Shareholder’s behalf to execute and file such stock assignment or instrument of transfer with the same legal force and effect as if executed by such Selling Shareholder. This power of attorney shall be deemed coupled with an interest, and shall be obliged to submit any irrevocable during the Restricted Period. Each Party further agrees and all information and take all legal actions including execution of agreements documents as acknowledges that this Agreement may be required shared with a third party with the mutual consent of the Company and the Purchaser, for purposes of effecting the power of attorney given by Purchaser as many times as it is necessary to obtain the ▇▇▇ Approval. In any case, Seller agrees to hold the Assigned Interest each such Selling Shareholder in trust for the exclusive benefit of Purchaser until the ▇▇▇ Approval as contemplated herein is obtainedthis provision.

APPROVALS AND WAIVERS. (a) Each Party agrees to act in good will and good faith and to seek, and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the transfer and conveyance of the Assigned Interest as specified in Section 2.1 and the vesting thereof in Purchaser on the Closing Date. (b) Following the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to ▇A▇▇, the ▇A▇▇ Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that ▇A▇▇ has issued the ▇A▇▇ Approval for the E&P Contract, notify Purchaser of issuance of the ▇A▇▇ Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from ▇A▇▇ the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the ▇A▇▇; (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document; (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set out in the Put-8 JOA; and (vii) Seller shall, forthwith after it receives the elections in respect of either ROFR Notice or the expiry of the time period provided for in the applicable ROFR Notice, whichever occurs first, notify Purchaser of the election (c) Subject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Parties shall provide such documentation and information, which may be requested by ▇A▇▇ in respect of the evaluation of the granting of the ▇A▇▇ Approval. (d) In the event that the ▇A▇▇ rejects the Assignment Request, refuses to grant the ▇A▇▇ Approval or requests additional information in order to process the Assignment Request, Seller agrees to and shall be obliged to submit any and all information and take all legal actions including execution of agreements documents as may be required by Purchaser as many times as it is necessary to obtain the ▇A▇▇ Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the ▇A▇▇ Approval as contemplated herein is obtained.

APPROVALS AND WAIVERS. (a) Each Party agrees to act in good will and good faith and to seek, and to do all things reasonably necessary to obtain all approvals, consents and other permissions necessary to achieve the transfer and conveyance of the Assigned Interest as specified in Section 2.1 and the vesting thereof in Purchaser on the Closing Date. (b) Each Party agrees to act in good will and good faith and to seek, and to do all things reasonably necessary to obtain the Regulatory Approval or its waiver. (c) Following the Closing Date: (i) Purchaser shall forthwith after the applicable Closing Date deliver to ▇A▇▇, the ▇A▇▇ Assignment Request and the Deed of Assignment and Assumption Agreement for each of the E&P Contract; (ii) Seller shall, forthwith after it receives notice that ▇A▇▇ has issued the ▇A▇▇ Approval for the E&P Contract, notify Purchaser of issuance of the ▇A▇▇ Approval and provide Purchaser a copy of same; (iii) each Party shall, forthwith upon receiving from ▇A▇▇ the form of Contract Amendment, sign the said instrument and deliver to Seller for further handling, as specified in Section 3.5(b)(iv3.5(c)(iv); (iv) Seller shall, forthwith after it receives the Contract Amendment (signed by both Parties) deliver said document to the A▇▇▇;; and (v) Seller shall, forthwith upon receiving the ANH’s counter-executed copy of the Contract Amendment, provide to Purchaser a copy of the said document;. (vi) Seller shall within two (2) Business Days of the Execution Date send out the ROFR Notices in compliance with the requirements set out in the Put-8 JOA; and (vii) Seller shall, forthwith after it receives the elections in respect of either ROFR Notice or the expiry of the time period provided for in the applicable ROFR Notice, whichever occurs first, notify Purchaser of the election (cd) Subject to any restrictions on disclosure contained in agreements with Third Parties or under applicable Laws, each of the Parties shall provide such documentation and information, information which may be requested by ▇A▇▇ in respect of the evaluation of the granting of the ▇A▇▇ Approval. (de) In the event that the ▇A▇▇ rejects the Assignment Request, refuses to grant the ▇A▇▇ Approval or requests additional information in order to process the Assignment Request, Seller agrees to and shall be obliged to submit any and all information and take all legal actions including execution of agreements documents as may be required by Purchaser as many times as it is necessary to obtain the ▇A▇▇ Approval. In any case, Seller agrees to hold the Assigned Interest in trust for the exclusive benefit of Purchaser until the ▇A▇▇ Approval as contemplated herein is obtained.