General Undertakings and Agreements by the Shareholders and the Company Sample Clauses

General Undertakings and Agreements by the Shareholders and the Company. (a) Each Shareholder agrees and undertakes to vote all of its Shares and to use its reasonable efforts to take, and to direct and cause each Director designated by such Shareholder to vote at any duly held meeting of the Board of Directors and use such Director’s reasonable efforts to take, all actions that are necessary, proper or advisable to carry out or make effective the agreements set forth in this Agreement. (b) The Company shall conduct itself in accordance with the terms of this Agreement and, to the extent permitted by applicable Law, each Shareholder will, and will direct and cause each Director designated by such Shareholder to, cause the Company to conduct itself in accordance with the terms of this Agreement; provided that nothing in this Section 2.3(b) shall imply or result, nor shall it be construed to imply or result, in any Shareholder being liable to any Person (including any other Shareholder), whether jointly, severally or otherwise, for the obligations of the Company that may arise under or from or pursuant to this Agreement. (c) The Company shall not take any action that requires the approval of the Board of Directors or the Shareholders pursuant to applicable Law or this Agreement unless, prior to any such action being taken, such action is approved by the Board of Directors or the Shareholders, as applicable, in accordance with applicable Law and the terms of this Agreement. The Company shall take all such action as is necessary and permitted by applicable Law to allow the Shareholders to exercise their rights and perform their obligations under this Agreement.
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Related to General Undertakings and Agreements by the Shareholders and the Company

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.