A contractual undertaking by a shareholder 'not to do anything which would have the effect of reducing or avoiding' a company's payment obligation does not make the shareholder a guarantor of the company's obligation to pay. Liability under such a clause requires proof that the shareholder did or failed to do something that had the specific effect of reducing or avoiding the company's obligation. The mere failure of the company to pay, even where the shareholder controls the company, does not engage the non-avoidance undertaking.
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