Common use of A Shareholder’s Clause in Contracts

A Shareholder’s. failure to give its consent to any Disposal by the other Shareholder pursuant to Clause 9.2.2 shall be unreasonable, if prior to any such Disposal, the Shareholder proposing to make such Disposal (the “Offeror”) shall have: (a) offered the Shares proposed to be Disposed to (in the case of the X Shareholder or the Special Shareholder) the Y Shareholder or (in the case of the Y Shareholder) the X Shareholder, (the “Offeree”), (in a notice setting out the consideration (in cash) of such proposed Disposal and all material terms and conditions of such Disposal (the “Notice”)) at the same cash price as that in the proposed Disposal and on terms no less favourable than those of the proposed Disposal, and the Offeror receives from the Offeree a written response to the Notice accepting the terms of the Disposal within five Business Days of the date of the Notice; and (b) demonstrated to the reasonable satisfaction of the other Shareholders that there are no reasonably likely risks to AsiaSat’s ability to (and if reasonably requested in the circumstances put in place arrangements to protect AsiaSat from any reasonably likely risks to AsiaSat’s ability to): (i) maintain its satellite licences and satellite orbital slots with substantially the same scope, coverage and authorization provided as provided prior to such Disposal; and (ii) carry on the business of provision of satellite transponder capacity substantially as carried on prior to such disposal in the PRC, in each case resulting as a consequence of such Disposal.

A Shareholder’s. failure to give its consent to any Disposal by the other Shareholder pursuant to Clause 9.2.2 shall be unreasonable, if prior to any such Disposal, the Shareholder proposing to make such Disposal (the “Offeror”) shall have: (a) offered the Shares proposed to be Disposed to (in the case of the X Shareholder ‘X’ Shareholder(s) or the Special Shareholder) the Y Shareholder ‘Y’ Shareholder(s) or (in the case of the Y Shareholder‘Y’ Shareholder(s)) the X Shareholder‘X’ Shareholder(s), (the “Offeree”), (in a notice setting out the consideration (in cash) of such proposed Disposal and all material terms and conditions of such Disposal (the “Notice”)) at the same cash price as that in the proposed Disposal and on terms no less favourable than those of the proposed Disposal, and the Offeror receives from the Offeree a written response to the Notice accepting the terms of the Disposal within five Business Days of the date of the Notice; and (b) demonstrated to the reasonable satisfaction of the other Shareholders Shareholder that there are no reasonably likely risks to AsiaSat’s ability to (and if reasonably requested in the circumstances put in place arrangements to protect AsiaSat from any reasonably likely risks to AsiaSat’s ability to): (i) maintain its satellite licences and satellite orbital slots with substantially the same scope, coverage and authorization authorisation provided as provided prior to such Disposal; and (ii) carry on the business of provision of satellite transponder capacity substantially as carried on prior to such disposal Disposal in the PRC, in each case resulting as a consequence of such Disposal.

A Shareholder’s. failure to give its consent to any Disposal by the other Shareholder pursuant to Clause 9.2.2 8.2.2 shall be unreasonable, if prior to any such Disposal, the Shareholder proposing to make such Disposal (the “Offeror”) shall have: (ai) offered the Shares proposed to be Disposed to (in the case of the X Shareholder ‘X’ Shareholder(s) or the Special Shareholder) the Y Shareholder ‘Y’ Shareholder(s) or (in the case of the Y Shareholder‘Y’ Shareholder(s)) the X Shareholder, ‘X’ Shareholder(s) (the “Offeree”), ) (in a A07327796 notice setting out the consideration (in cash) of such proposed Disposal and all material terms and conditions of such Disposal (the “Notice”)) at the same cash price as that in the proposed Disposal and on terms no less favourable than those of the proposed Disposal, and the Offeror receives from the Offeree a written response to the Notice accepting the terms of the Disposal within five Business Days (5) business days of the date of the Notice; and (bii) demonstrated to the reasonable satisfaction of the other Shareholders Shareholder that there are no reasonably likely risks to AsiaSat’s ability to (and if reasonably requested in the circumstances put in place arrangements to protect AsiaSat from any reasonably likely risks to AsiaSat’s ability to): (ia) maintain its satellites under their respective export licences and authorizations, and its satellite licences and satellite orbital slots with substantially the same scope, coverage and authorization provided authorisation as provided prior to such Disposal; and (iib) carry on the business of provision of satellite transponder capacity substantially as carried on prior to such disposal in the PRCDisposal, in each case resulting as a consequence of such Disposal.

A Shareholder’s. failure to give its consent to any Disposal by the other Shareholder pursuant to Clause 9.2.2 8.2.2 shall be unreasonable, if prior to any such Disposal, the Shareholder proposing to make such Disposal (the “Offeror”) shall have: (ai) offered the Shares proposed to be Disposed to (in the case of the X Shareholder ‘X’ Shareholder(s) or the Special Shareholder) the Y Shareholder ‘Y’ Shareholder(s) or (in the case of the Y Shareholder‘Y’ Shareholder(s)) the X Shareholder, ‘X’ Shareholder(s) (the “Offeree”), ) (in a notice setting out the consideration (in cash) of such proposed Disposal and all material terms and conditions of such Disposal (the “Notice”)) at the same cash price as that in the proposed Disposal and on terms no less favourable than those of the proposed Disposal, and the Offeror receives from the Offeree a written response to the Notice accepting the terms of the Disposal within five Business Days (5) business days of the date of the Notice; and (bii) demonstrated to the reasonable satisfaction of the other Shareholders Shareholder that there are no reasonably likely risks to AsiaSat’s ability to (and if reasonably requested in the circumstances put in place arrangements to protect AsiaSat from any reasonably likely risks to AsiaSat’s ability to): (ia) maintain its satellites under their respective export licences and authorizations, and its satellite licences and satellite orbital slots with substantially the same scope, coverage and authorization provided authorisation as provided prior to such Disposal; and (iib) carry on the business of provision of satellite transponder capacity substantially as carried on prior to such disposal in the PRCDisposal, in each case resulting as a consequence of such Disposal.