(b) In the event that a vacancy on the Board results from the resignation, dismissal, resignation, disability or death of a member appointed in accordance with article 2.03, such vacancy shall be filled by a person designated by the shareholder whose resignation, dismissal, resignation, disability or death created such a vacancy. Each shareholder must vote on all shares of which he is a registered holder or for which he otherwise has the opportunity to control or direct the vote at a meeting of shareholders or to pass a written resolution in respect of all the shares of which that shareholder is the registered holder or for which the shareholder otherwise has the opportunity to: to control or direct the vote on it, in favour of the election of a person who has thus been proposed to fill a vacancy on the board of directors. The procedure for amending a shareholders` agreement that covers issues of ownership and transfer of shares can be described in detail in the document itself or in the articles of association. In both cases, the matter must be proposed at a meeting of the Board of Directors. A majority of directors must agree that a change is appropriate, and the board of directors must record its decision to change as a corporate resolution. If the articles require that the decision be accepted by a majority of shareholders, the directors will call a meeting of shareholders at which they will vote on the amendment. The Board of Directors would prepare, reject or vote in favour of the adoption of the amended and reformulated shareholders` agreement and keep it in the company`s records. If this Agreement is terminated pursuant to Section 8.01, all rights and obligations of the parties under this Agreement (except this paragraph, Section 5.04 (Confidential Information), Section 8.02 (Notice), Section 8.10 (Governing Law; Arbitration), Section 8.13 (Expenditures) and Annex A (Definitions)). Nothing in this Section 8.01 releases any party from any breach of any agreement or arrangement contained in this Agreement that occurred prior to the date of termination of this Agreement. This Agreement may be signed and delivered (including by fax) in one or more counterparties and by the different parties in separate counterparties, each of which shall be considered original upon performance, but all of which together constitute the same agreement. (d) The obligations of each shareholder under this Section 5.04 shall survive as long as that Party remains a shareholder, or for two years after that shareholder has ceased to be a shareholder, notwithstanding the sale of securities by such shareholder and/or any person who ceases to be an affiliate of such shareholder, provided that nothing in this Section 5.04(d) constitutes the termination or effect of a shareholder`s obligations to with respect to or in connection with the Under other agreements entered into between such shareholder and FoundryCo, including confidentiality, confidentiality or other similar agreements or other commercial agreements containing confidentiality or secrecy provisions.
Discovery or Oyster may (a) extend the performance period of any of the obligations or other actions of the other party, (b) waive any inaccuracies in the other party`s representations and warranties contained herein or in any document provided by the other party under this Agreement, or (c) comply with any of the other party`s agreements or the terms of the obligations contained herein. of this party. Such extension or waiver shall be valid only if it is set out in a written act signed by the Party in order to be bound by it. A waiver of any term shall not be construed as a waiver of any subsequent breach or waiver of the same condition, or a waiver of any other provision or condition of this Agreement. The failure of either party to enforce any of its rights under this Agreement shall not constitute a waiver of any of those rights. All rights and remedies under this Agreement are cumulative and do not exclude them from other available rights or remedies. A shareholders` agreement may only be adopted in accordance with the provisions of the Company`s articles of association. Although each company`s articles of association are unique, the implementation of a shareholders` agreement generally requires a majority vote of the board of directors or a majority vote of all shareholders holding shares in the voting class. The ability to control or direct the vote at such a meeting of shareholders or to pass a written resolution in respect of all shares of which that shareholder is the registered holder or for which that shareholder otherwise has the opportunity to control or direct the vote in respect of the vote in respect of the vote in respect of the shareholder, in favour of the dismissal or dismissal of such a member of the board of directors. In the event that the number of members of the board of directors appointed by a shareholder exceeds the number that that shareholder is entitled to appoint in accordance with Article 2.03, that shareholder shall immediately take all appropriate measures to arrange for the immediate resignation of those additional members of the board of directors or, alternatively, to take the necessary measures to remove or dismiss those additional members.
(c) The Dragging-Along shareholder must provide the Dragged-Along shareholder with written notice (the “Drag-along Notice”) of such drag-along transaction (the “Drag-along Offering”) no later than thirty (30) days prior to the completion of the proposed sale in connection with the Drag-along Offering. The drag-along notice shall contain a written notice of the exercise of the shareholder`s rights that is lying around under section 3.08(b) and identifies the third party or third parties making the drag-along offer, the consideration offered per share and any other material condition of the drag-along offer. Within twenty (20) days from the date of the drag-along notice, the Dragged-Along shareholder shall cooperate in such a way that the Dragging-Along shareholder reasonably requests approval of the securities requested by each of such Dragged-Along shareholders pursuant to drag-Along`s offer and enter into an agreement of sale with respect to the sale of the securities of the Dragging-Along shareholder and the Dragged-Along shareholder pursuant to the Drag-Along Offering. and cooperate appropriately in the transfer of such securities to the third party concerned; provided, however, that the shareholder of Dragged-Along has no obligation to make representations and warranties in such a purchase agreement, except with respect to the power of the shareholder of Dragged-Along to enter into the purchase agreement and ownership of the securities to be sold by the shareholder of Dragged-Along. .