Common use of Mutual Undertakings Clause in Contracts

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 of the ‘X’ Shareholder(s) and ‘Y’ Shareholder(s) Shareholders hereby covenants that without the prior written consent of the other ‘Shareholder (which in the case of the ‘X’ Shareholder(s) means the or ‘Y’ Shareholder(s) and in the case of the ‘Y’ Shareholder(s) means the ‘X’ Shareholder(s) and the Special Shareholders)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 CITIC or GEC pursuant to the provisions of Clauses 9.29.4, 10.2, 10.3 11.2 or 13.3 or the Privatisation 14.3 (“Excepted Events”), each of the ‘X’ Shareholder(s) and ‘Y’ Shareholder(s) Shareholders 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 15.1.1 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 15.1.2 the amendment in any manner to the Memorandum and Articles of the Company or of AsiaSat; 14.1.3 15.1.3 any dilution of a ShareholderAble Star’s or SES Finance’s attributable shareholding of AsiaSat Shares (save for the exercise of employee share options and scrip dividends); and 14.1.4 15.1.4 the withdrawal of listing of AsiaSat Shares from the Stock Exchange or the NYSE.

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 which, in the case of the ‘X’ Shareholder(s) ), means the ‘Y’ Shareholder(s) and 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 8.2, 9.2, 10.2, 10.3 9.3 or 13.3 or the Privatisation 12.3 (“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 4 and who is a member of the AsiaSat Board to do all acts which are reasonably within its power (subject 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 13.1.1 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 13.1.2 the amendment in any manner to the Memorandum and Articles of the Company or the memorandum of association and the by-laws of AsiaSat; 14.1.3 13.1.3 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 13.1.4 the withdrawal of listing of AsiaSat Shares from the Stock Exchange or the NYSEExchange.

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 which, in the case of the ‘X’ Shareholder(s) ), means the ‘Y’ Shareholder(s) and 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 A07327796 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 8.2, 9.2, 10.2, 10.3 9.3 or 13.3 or the Privatisation 12.3 (“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 4 and who is a member of the AsiaSat Board to do all acts which are reasonably within its power (subject 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 13.1.1 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 13.1.2 the amendment in any manner to the Memorandum and Articles of the Company or the memorandum of association and the by-laws of AsiaSat; 14.1.3 13.1.3 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 13.1.4 the withdrawal of listing of AsiaSat Shares from the Stock Exchange or the NYSEExchange.