Common use of General offers for AsiaSat Clause in Contracts

General offers for AsiaSat. Notwithstanding the provisions and procedures contained in Clauses 7.1 to 7.5 above, if any general offer (other than in connection with the Privatisation) is made for AsiaSat then unless the ‘X’ and ‘Y’ Shareholders agree otherwise, the ‘X’ and ‘Y’ Shareholders shall procure that the Company will not accept such offer in respect of any of the AsiaSat Shares held by it. 8.1 Cash dividend receipts to be passed through to Shareholders of the relevant Class 8.1.1 As soon as practicable after the payment to the Company of any cash dividend on or with respect to any AsiaSat Shares, the Company shall distribute the relevant dividend to the Shareholders Entitled. 8.1.2 The general applicability of Clause 8.1.1 is subject to any decision of the Board from time to time pursuant to Clause 17.3.3 providing for dividends to be retained by the Company to cover ongoing expenses. 8.1.3 Any one or more Classes may elect from time to time to postpone distribution of any amounts otherwise due to such Class under Clause 8.1. 1. Such postponement shall not in any way affect the ultimate entitlement of such Class to the amounts which would otherwise have been distributed to it. 8.1.4 Each distribution by the Company pursuant to Clause 8.1.1 shall be made by way of dividend paid by the Company or in such other manner as the Company and the Shareholders may agree in any particular case. 8.1.5 If the Company is required at any time under applicable laws to make any deduction or withholding from any such distribution, the relevant distribution shall be made net of the applicable deduction or withholding and the Company shall remit to the appropriate revenue authority or other person all amounts required to be so remitted with respect to the amount so deducted or withheld. This Clause 8.1.5 is subject in all respects to Clause 8.1.3. 8.2 Other rights accruing on or with respect to Attributable AsiaSat Shares 8.2.1 distributions in kind; 8.2.2 entitlements to bonus shares arising under other reorganisations of AsiaSat’s issued share capital; 8.2.3 scrip dividend elections and other alternatives; and 8.2.4 rights to subscribe further AsiaSat Shares or any other securities of AsiaSat. Schedule 1 sets out the basis on which such rights and entitlements will be passed through to, or otherwise made available to, or exercised at the direction of, the relevant Class of Shareholders.

General offers for AsiaSat. Notwithstanding the provisions and procedures contained in Clauses 7.1 to 7.5 above, if any general offer (other than in connection with the Privatisation) is made for AsiaSat then unless the ‘X’ and ‘Y’ Shareholders agree otherwise, the ‘X’ and ‘Y’ Shareholders shall procure that the Company will not accept such offer in respect of any of the AsiaSat Shares held by it. 8.1 Cash dividend receipts to be passed through to Shareholders of the relevant Class 8.1.1 As soon as practicable after the payment to the Company of any cash dividend on or with respect to any AsiaSat Shares, the Company shall distribute the relevant dividend to the Shareholders Entitled. 8.1.2 The general applicability of Clause 8.1.1 is subject to any decision of the Board from time to time pursuant to Clause 17.3.3 18.3.3 providing for dividends to be retained by the Company to cover ongoing expenses. 8.1.3 Any one or more Classes may elect from time to time to postpone distribution of any amounts otherwise due to such Class under Clause 8.18. 11.1. Such postponement shall not in any way affect the ultimate entitlement of such Class to the amounts which would otherwise have been distributed to it. 8.1.4 Each distribution by the Company pursuant to Clause 8.1.1 shall be made by way of dividend paid by the Company or in such other manner as the Company and the Shareholders may agree in any particular case. 8.1.5 If the Company is required at any time under applicable laws to make any deduction or withholding from any such distribution, the relevant distribution shall be made net of the applicable deduction or withholding and the Company shall remit to the appropriate revenue authority or other person all amounts required to be so remitted with respect to the amount so deducted or withheld. This Clause 8.1.5 is subject in all respects to Clause 8.1.3. 8.2 Other rights accruing on or with respect to Attributable AsiaSat Shares 8.2.1 distributions in kind; 8.2.2 entitlements to bonus shares arising under other reorganisations of AsiaSat’s issued share capital; 8.2.3 scrip dividend elections and other alternatives; and 8.2.4 rights to subscribe further AsiaSat Shares or any other securities of AsiaSat. Schedule 1 sets out the basis on which such rights and entitlements will be passed through to, or otherwise made available to, or exercised at the direction of, the relevant Class of Shareholders.

General offers for AsiaSat. Notwithstanding the provisions and procedures contained in Clauses 7.1 6.1 to 7.5 6.5 above, if any general offer (other than in connection with the Privatisation) is made for AsiaSat then AsiaSat, then, unless the ‘X’ Shareholders and ‘Y’ Shareholders agree otherwise, the ‘X’ Shareholders and ‘Y’ Shareholders shall procure that the Company will not accept such offer in respect of any of the AsiaSat Shares held by itit (directly or indirectly). 8.1 7.1 Cash dividend receipts to be passed through to Shareholders of the relevant Class 8.1.1 7.1.1 As soon as practicable after the payment to the Company and/or Bidco of any cash dividend on or with respect to any AsiaSat Shares, the Company shall distribute or procure the distribution of, in the case of Bidco, the relevant dividend to the Shareholders EntitledEntitled subject to compliance with the relevant provisions of the Business Companies Xxx 0000 of the British Virgin Islands as amended from time to time. 8.1.2 7.1.2 The general applicability of Clause 8.1.1 7.1.1 is subject to any decision of the Board from time to time pursuant to Clause 17.3.3 16.3.3 providing for dividends to be retained by the Company and/or Bidco to cover ongoing expenses. 8.1.3 7.1.3 Any one or more Classes may elect from time to time to postpone distribution of any amounts otherwise due to such Class under Clause 8.17.1. 1. Such postponement shall not in any way affect the ultimate entitlement of such Class to the amounts which would otherwise have been distributed to it. 8.1.4 7.1.4 Each distribution by the Company pursuant to Clause 8.1.1 7.1.1 shall be made by way of dividend paid by the Company or in such other manner as the Company and the Shareholders may agree in any particular case. 8.1.5 7.1.5 If the Company and/or Bidco is required at any time under applicable laws to make any deduction or withholding from any such distribution, the relevant distribution shall be made net of the applicable deduction or withholding and the Company shall, and where relevant shall procure that Bidco shall, remit to the appropriate revenue authority or other person all amounts required to be so remitted with respect to the amount so deducted or withheld. This Clause 8.1.5 7.1.5 is subject in all respects to Clause 8.1.37.1.3. 8.2 7.2 Other rights accruing on or with respect to Attributable AsiaSat Shares 8.2.1 7.2.1 distributions in kind; 8.2.2 7.2.2 entitlements to bonus shares arising under other reorganisations of AsiaSat’s issued share capital; 8.2.3 7.2.3 scrip dividend elections and other alternatives; and 8.2.4 7.2.4 rights to subscribe further AsiaSat Shares or any other securities of AsiaSat. Schedule 1 sets out the basis on which such rights and entitlements will be passed through to, or otherwise made available to, or exercised at the direction of, the relevant Class of Shareholders.

General offers for AsiaSat. Notwithstanding the provisions and procedures contained in Clauses 7.1 6.1 to 7.5 6.5 above, if any general offer (other than in connection with the Privatisation) is made for AsiaSat then AsiaSat, then, unless the ‘X’ Shareholders and ‘Y’ Shareholders agree otherwise, the ‘X’ Shareholders and ‘Y’ Shareholders shall procure that the Company will not accept such offer in respect of any of the AsiaSat Shares held by it.it (directly or indirectly). A07327796 8.1 7.1 Cash dividend receipts to be passed through to Shareholders of the relevant Class 8.1.1 7.1.1 As soon as practicable after the payment to the Company and/or Bidco of any cash dividend on or with respect to any AsiaSat Shares, the Company shall distribute or procure the distribution of, in the case of Bidco, the relevant dividend to the Shareholders EntitledEntitled subject to compliance with the relevant provisions of the Business Companies Xxx 0000 of the British Virgin Islands as amended from time to time. 8.1.2 7.1.2 The general applicability of Clause 8.1.1 7.1.1 is subject to any decision of the Board from time to time pursuant to Clause 17.3.3 16.3.3 providing for dividends to be retained by the Company and/or Bidco to cover ongoing expenses. 8.1.3 7.1.3 Any one or more Classes may elect from time to time to postpone distribution of any amounts otherwise due to such Class under Clause 8.17.1. 1. Such postponement shall not in any way affect the ultimate entitlement of such Class to the amounts which would otherwise have been distributed to it. 8.1.4 7.1.4 Each distribution by the Company pursuant to Clause 8.1.1 7.1.1 shall be made by way of dividend paid by the Company or in such other manner as the Company and the Shareholders may agree in any particular case. 8.1.5 7.1.5 If the Company and/or Bidco is required at any time under applicable laws to make any deduction or withholding from any such distribution, the relevant distribution shall be made net of the applicable deduction or withholding and the Company shall, and where relevant shall procure that Bidco shall, remit to the appropriate revenue authority or other person all amounts required to be so remitted with respect to the amount so deducted or withheld. This Clause 8.1.5 7.1.5 is subject in all respects to Clause 8.1.37.1.3. 8.2 7.2 Other rights accruing on or with respect to Attributable AsiaSat Shares 8.2.1 7.2.1 distributions in kind; 8.2.2 7.2.2 entitlements to bonus shares arising under other reorganisations of AsiaSat’s issued share capital; 8.2.3 7.2.3 scrip dividend elections and other alternatives; and 8.2.4 7.2.4 rights to subscribe further AsiaSat Shares or any other securities of AsiaSat. Schedule 1 sets out the basis on which such rights and entitlements will be passed through to, or otherwise made available to, or exercised at the direction of, the relevant Class of Shareholders.

General offers for AsiaSat. Notwithstanding the provisions and procedures contained in Clauses 7.1 to 7.5 above, if any general offer (other than in connection with the Privatisation) is made for AsiaSat then unless the ‘X’ and ‘Y’ Shareholders agree otherwise, the ‘X’ and ‘Y’ Shareholders shall procure that the Company will not accept such offer in respect of any of the AsiaSat Shares held by it.. 8 Pass through of Dividends and Other Rights accruing on or with respect to Attributable AsiaSat Shares 8.1 Cash dividend receipts to be passed through to Shareholders of the relevant Class 8.1.1 As soon as practicable after the payment to the Company of any cash dividend on or with respect to any AsiaSat Shares, the Company shall distribute the relevant dividend to the Shareholders Entitled. 8.1.2 The general applicability of Clause 8.1.1 is subject to any decision of the Board from time to time pursuant to Clause 17.3.3 providing for dividends to be retained by the Company to cover ongoing expenses. 8.1.3 Any one or more Classes may elect from time to time to postpone distribution of any amounts otherwise due to such Class under Clause 8.18. 11.1. Such postponement shall not in any way affect the ultimate entitlement of such Class to the amounts which would otherwise have been distributed to it. 8.1.4 Each distribution by the Company pursuant to Clause 8.1.1 shall be made by way of dividend paid by the Company or in such other manner as the Company and the Shareholders may agree in any particular case. 8.1.5 If the Company is required at any time under applicable laws to make any deduction or withholding from any such distribution, the relevant distribution shall be made net of the applicable deduction or withholding and the Company shall remit to the appropriate revenue authority or other person all amounts required to be so remitted with respect to the amount so deducted or withheld. This Clause 8.1.5 is subject in all respects to Clause 8.1.3. 8.2 Other rights accruing on or with respect to Attributable AsiaSat SharesShares All rights and entitlements, other than to cash dividend payments and voting rights, accruing from time to time on or with respect to any AsiaSat Shares held by the Company, shall belong to the Shareholders Entitled. These rights and entitlements include: 8.2.1 distributions in kind; 8.2.2 entitlements to bonus shares arising under other reorganisations of AsiaSat’s issued share capital; 8.2.3 scrip dividend elections and other alternatives; and 8.2.4 rights to subscribe further AsiaSat Shares or any other securities of AsiaSat. Schedule 1 sets out the basis on which such rights and entitlements will be passed through to, or otherwise made available to, or exercised at the direction of, the relevant Class of Shareholders.