Mutual Undertakings. Each of the ‘X’ Shareholder(s) and ‘Y’ Shareholder(s) hereby covenants that without the prior written consent of the other ‘Shareholder (which in the case of the ‘X’ Shareholder(s) means the ‘Y’ Shareholder(s) and in the case of the ‘Y’ Shareholder(s) means the ‘X’ Shareholder(s) and the Special Shareholders), as the case may be, it shall not take any action or participate in any action or scheme which will facilitate or give rise to the occurrence of any of the following events, except where such events result from or arise in connection with a Disposal or Acquisition by CITIC or GEC pursuant to the provisions of Clauses 9.2, 10.2, 10.3 or 13.3 or the Privatisation (“Excepted Events”), each of the ‘X’ Shareholder(s) and ‘Y’ Shareholder(s) shall do and procure any Director appointed or nominated by such Shareholder pursuant to Clause 5 and who is a member of the AsiaSat Board to do all acts which are reasonably within its power (subject in the case of any Director, to his fiduciary duties as a member of the AsiaSat Board) to prevent any of the following events, other than Excepted Events, from occurring, in each case with respect to the Company and AsiaSat:
14.1.1 the alteration, including through purchase or issuance, of the share capital of the Company or AsiaSat (save for the exercise of employee share options, the issue of bonus shares and scrip dividends);
14.1.2 the amendment in any manner to the Memorandum and Articles of the Company or of AsiaSat;
14.1.3 any dilution of a Shareholder’s attributable shareholding of AsiaSat Shares (save for the exercise of employee share options and scrip dividends); and
14.1.4 the withdrawal of listing of AsiaSat Shares from the Stock Exchange or the NYSE.
Mutual Undertakings. Each party shall safeguard the intellectual property, confidential information and proprietary rights of the other party. In particular, but without limitation all commercial and financial terms and conditions of this Licence Agreement which are specific to the agreement be- tween the parties, including without limitation the content of all the Schedules hereto, shall be kept strictly confidential.
Mutual Undertakings. You and the Company each hereby agree to take whatever additional action and execute whatever additional documents the other party may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on you, the Units or the shares of Common Stock acquired upon conversion of the Units or the Company pursuant to the express provisions of this Agreement.
Mutual Undertakings. Each of the ‘X’ Shareholder and ‘Y’ Shareholder hereby covenants that without the prior written consent of the other ‘X’ or ‘Y’ Shareholder, as the case may be, it shall not take any action or participate in any action or scheme which will facilitate or give rise to the occurrence of any of the following events, except where such events result from or arise in connection with a Disposal or Acquisition by Able Star or GE Equity pursuant to the provisions of Clauses 9.2, 10.2, 10.3 or 13.3 or the Privatisation (“Excepted Events”), each of the ‘X’ Shareholder and ‘Y’ Shareholder shall do and procure any Director appointed or nominated by such Shareholder pursuant to Clause 5 and who is a member of the AsiaSat Board to do all acts which are reasonably within its power (subject in the case of any Director, to his fiduciary duties as a member of the AsiaSat Board) to prevent any of the following events, other than Excepted Events, from occurring, in each case with respect to the Company and AsiaSat:
14.1.1 the alteration, including through purchase or issuance, of the share capital of the Company or AsiaSat (save for the exercise of employee share options, the issue of bonus shares and scrip dividends);
14.1.2 the amendment in any manner to the Memorandum and Articles of the Company or of AsiaSat;
Mutual Undertakings. Each Party agrees to use its best efforts to negotiate, execute and deliver, or to cause to be executed and delivered, the agreements and instruments listed herein in Sections 14.1 (a) through (1) on or prior to November 12, 1996.
Mutual Undertakings. 2.1 In Consideration of the Disclosing Party disclosing to the Receiving Party and permitting the Receiving Party access to Confidential Information, the Receiving Party undertakes:
2.1.1 To disclose Confidential Information only to such employees of the Receiving Party to whom disclosure is reasonably necessary for the Purpose, and otherwise to keep all Confidential Information and Materials confidential and not permit any person access there to provided that Receiving Party shall bind effectively such employees and / or such
Mutual Undertakings. 9.1 The Parties shall:
a) safeguard the intellectual property, confidential information and proprietary rights of the other party; [...]
Mutual Undertakings. (a) If an act that CSIRO is permitted to do under clause 5.1, 7.1 or 8.1 of this agreement would infringe a claim of the Additional Benitec Patents, Benitec Australia and Benitec undertake not to assert that claim of the Additional Benitec Patents against CSIRO, its Affiliates or licensees.
Mutual Undertakings. Both parties agree to communicate to the other such opportunities, as may become available from time to time, for the joint purchase of services or purchase of services from the same vendor when to do so will result in volume discounts or other similar savings. Sonic agrees that MMR may pass such volume discounts on to lessees other than Sonic or its affiliates, and MMR agrees to use commercially reasonable efforts to convince its lessees other than Sonic or its affiliates to add to the volume in an effort to increase the amount of such discounts.
Mutual Undertakings. The Parties shall safeguard the intellectual property, confidential information and proprietary rights of the other party.
