Common use of Mutual Undertakings Clause in Contracts

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;