Obligations of Shareholders Clause Samples

Obligations of Shareholders. Each Shareholder shall always hold its Shares, take action, give its consent or require the Directors nominated by it to vote in such manner that the provisions of this Agreement and the Processing Agreement can be satisfied.

Obligations of Shareholders. Notwithstanding anything to the contrary in this Agreement, the representations, warranties, covenants and agreements of each Shareholder, on the one hand, and of each other shareholder of Voyager that may enter into any voting and support agreement with Harbor and Voyager (the terms of which are consistent with the terms set forth in this Agreement), on the other hand, are several and not joint and several, and in no event shall any Shareholder have any obligation or liability for any of the representations, warranties and covenants of any other shareholder of Voyager.

Obligations of Shareholders. Notwithstanding anything to the contrary in this Agreement, the representations, warranties, covenants and agreements of each Shareholder are several and not joint and several, and in no event shall any Shareholder have any obligation or liability for any of the representations, warranties and covenants of any other Shareholder.

Obligations of Shareholders. To ensure that Party B performs all of its obligations under the Business Agreements, the Shareholders hereby acknowledge and agree that without the prior written consent of Party A or any other person designated by Party A, Party B will not conduct any transaction which may materially affect its assets, business, personnel, obligations, rights or operation, including but not limited to: 1.1 Carrying out any activities beyond the scope of its normal operation, or operating its business by such means that are not consistent with its usual operation practice; 1.2 Borrowing money from any third party or undertaking any obligations other than those occurred during the normal or daily business operations; 1.3 Replacing or dismissing any of its directors or replace any of its senior officers; 1.4 Selling or acquiring or otherwise disposing of any of its assets or rights with value of over RMB100,000 to or from any third party, including but not limited to any intellectual property rights; 1.5 Granting any security interest over any of its assets or intellectual property rights or providing any other security or creating any other encumbrances on its assets in favor of any third party; 1.6 Amending the articles of association or changing its business scope; 1.7 Changing its normal business process or amending any of its internal material rules and regulations; 1.8 Assigning its rights and obligations hereunder to any third party; 1.9 Adjusting its business operating models, marketing strategies, operating guidance or client relationship in material aspects; and 1.10 Declaring or distributing dividends or profits.

Obligations of Shareholders. The obligations of the Stockholders hereunder shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will any Stockholder have any liability or obligation with respect to any misrepresentation or breach of covenant of any other Shareholder.

Obligations of Shareholders. In order to ensure Party B’s performance of the Business Agreements executed with Party A and its obligations to Party A, the Shareholders hereby acknowledge and agree that, unless with prior written consent of Party A or any other party designated by it, Party B will not engage in any transaction which may have material effect on its assets, business, employees, obligations, rights or business operations, including but not limited to: 1.1 carrying out any activity beyond its ordinary business scope, or conducting its business in a way inconsistent with its past practice; 1.2 borrowing any sum from or undertaking any liability to any third party, except for those occurred in its ordinary business course; 1.3 changing or removing any of its directors, or replacing any member of its senior management; 1.4 selling to or acquire from any third party or otherwise dispose any assets or rights of an amount exceeding RMB100, 000, including but not limited to any intellectual properties; 1.5 offering guarantee or any other forms of security to any third party by use of its assets or intellectual properties, or create any other encumbrance on its assets; 1.6 amending its articles of association, or changing its business scope; 1.7 changing its ordinary business procedures, or amending any of its material internal rules, regulations or policies; 1.8 assigning its rights and obligations under this Agreement to any third party; 1.9 making any substantial adjustment to its business model, marketing strategies, operation policies or client relations; or 1.10 declare or distribute any profit or dividend.

Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall: 3.1 not effect any stabilization transactions or engage in any stabilization activity in connection with NDEI's common shares in contravention of Rule lOb-7 under the Exchange Act; 3.2 cooperate with NDEI as NDEI fulfills its obligations under Section 1.6 hereof, 3.3 furnish such information concerning the Shareholder as is necessary for NDEI to prepare a registration statement under the Securities Act or to comply with the reporting requirements of the Exchange Act; 3.4 not sell under the Registration Statement during any period after NDEI has provided notice to the Shareholder pursuant to Section 1.5.4 above and until NDEI provides to the Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleading (in such event, the delay caused shall be aggregated with any periods in which the Registration Statement is not effective for purposes of Section 1.3 of this Agreement); and 3.5 not sell Registrable Stock during any period beginning seven (7) days before the anticipated effective date of any registration statement (other than a registration statement relating to employee stock option or purchase plans, or a registration statement on Form S-3 or S-4 or any successor forms) registering the sale of equity securities for NDEI's account (as NDEI advises) and ending ninety (90) days thereafter without NDEI's consent (provided that this restriction shall not apply with respect to more than one such registration statement during any calendar year).

Obligations of Shareholders. In consideration of the mutual obligations of the parties 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 their powers in relation to the Company to procure that: (a) the Company carries on the Business and conducts its affairs in a proper and efficient manner and in accordance with all applicable laws, regulations, licenses, consents, approvals or authorisations from any relevant authorities; (b) the Company, the Directors and the Shareholders, shall comply strictly and expeditiously with the provisions of this Agreement; (c) the Company shall cause to be kept accurate and complete accounting records relating to the business, undertaking and affairs of the Company which records shall be made available at all reasonable times for inspection by the Directors; (d) the Company shall prepare monthly management accounts (in such format as shall be prescribed by Otsaw for its Subsidiaries incorporated in Singapore (and materially corresponding to the format circulated to Swisslog prior to this Agreement if not agreed otherwise by Swisslog in writing) and provide them to the Board of Directors and the Shareholders within 20 Business Days following the end of the month; (e) the Company shall prepare annual accounts for each Financial Year, in each case in accordance with generally accepted accounting principles and practices in Singapore and in compliance with all applicable legislation in respect of the accounting reference period and which shall be audited by the Auditors, and shall procure and present them for approval to the Board of Directors and, once approved, shall send them to the Shareholders (however latest within 6 months following the end of the relevant financial year); (f) The Company shall prepare, or cause to be prepared, in each financial year for the subsequent financial year an annual business plan and budget for the Company and shall send such draft annual business plan and budget for the approval to the Board of Directors no later than 20 Business Days prior to the end of each financial year, and after the annual business plan and budget is approved by the Board the Company shall send these to the Shareholders; (g) the Company shall do all that the Auditors may reasonably require by way of records and accounts and provide the Auditors with such information and explanations as they reasonably require and othe...

Obligations of Shareholders. If for any reason the Company is unable to consummate the purchase of the Put Shares as contemplated by Section 1.4.3 upon the exercise of the Annual Put Right or a Put Default within thirty (30) calendar days after the delivery by UWG of the Annual Put Notice or the Put Default Notice (as defined below), as applicable, including, without limitation, because such purchase would cause a GECC Default, then the obligation to purchase the Put Shares shall be the joint and several obligation of the Shareholders.