Common use of Shareholders’ Resolution; Consent by Company Clause in Contracts

Shareholders’ Resolution; Consent by Company. Each Seller unanimously adopted and approved the shareholders’ resolution of the Company approving the sale and transfer of the Seller Shares to Purchaser in accordance with the Company’s articles of association (including in such Seller’s capacity as a preferred shareholder) and such resolution is attached hereto as Exhibit F1. Apart from that, each Seller and each Acquired Company hereby gives all approvals, consents, ratifications, permissions, waivers or authorizations (including any waivers of applicable notice periods and waiver of any pre-emption or similar rights) that are required for the consummation of the transactions contemplated hereunder, whether such approvals, consents, ratifications, permissions, waivers or authorizations are required under the terms of the respective articles of association, memorandum of association, by-laws or other charter documents of any of the Acquired Companies, any Legal Requirements applicable to Sellers or the Acquired Companies or any of their respective properties or assets, or any of the Contracts to which such Seller or any of the Acquired Companies is a party (including but not limited to the Shareholder Agreements). For the avoidance of doubt, the Parties are in agreement that the approvals, consents, ratifications, permissions, waivers or authorizations of the Sellers does not include the waiver of any of their rights set forth in this Agreement. Any shareholder of the Company and the Company, to the extent being entitled to pre-emption rights, liquidation preference or similar rights under the articles of association of the Company or any shareholders’ agreement relating to the Company waives such rights with respect to the transactions contemplated herein and such waiver is herewith accepted by all other shareholders in the Company, it being understood that any such waiver shall not affect the calculation and allocation of the Purchase Price.