Common use of Non-disposal Undertaking Clause in Contracts

Non-disposal Undertaking. 5.1 The Shareholder hereby irrevocably undertakes to China Netcom that it shall not, and it shall exercise such rights and powers as it may have (including, if such other person is required to comply with the same, giving instructions to such person) to procure, so far as it is able to do so, that no other person shall, directly or indirectly, offer, pledge, sell, contract to sell (whether or not subject to conditions), transfer, charge, encumber, grant or agree to grant any option over, right or warrant to purchase, lend or otherwise transfer, distribute (including, for the avoidance of doubt by way of dividend in specie) all or any of the Relevant Shares or interest, including without limitation any voting interest (collectively, “Transfer”) in such Relevant Shares: (A) on or before the date of Completion; and (B) for a period of 12 months from the date of Completion. 5.2 The undertakings in clause 5.1 applies mutatis mutandis: (A) to any shares in the Company (“Shares”) subsequently allotted to the Shareholder pursuant to a Bonus Issue or a Capitalisation Distribution. For the purposes of this clause, a “Bonus Issue” means an issue of Shares to the holders of Shares credited as fully paid up by way of capitalisation of profits or reserves (other than Shares issued in lieu of a cash dividend); and a “Capitalisation Distribution” means any distribution of assets to the holders of Shares in specie; and

Non-disposal Undertaking. 5.1 The Shareholder hereby irrevocably undertakes to China Netcom that it shall not, and it shall exercise such rights and powers as it may have (including, if such other person is required to comply with the same, giving instructions to such person) to procure, so far as it is able to do so, that no other person shall, directly or indirectly, offer, pledge, sell, contract to sell (whether or not subject to conditions), transfer, charge, encumber, grant or agree to grant any option over, right or warrant to purchase, lend or otherwise transfer, distribute (including, for the avoidance of doubt by way of dividend in specie) all or any of the Relevant Shares or interest, including without limitation any voting interest (collectively, “"Transfer”") in such Relevant Shares: (A) on or before the date of Completion; and (B) for a period of 12 months from the date of Completion. 5.2 The undertakings in clause 5.1 applies mutatis mutandis: (A) to any shares in the Company (“"Shares”") subsequently allotted to the Shareholder pursuant to a Bonus Issue or a Capitalisation Distribution. For the purposes of this clause, a “"Bonus Issue” " means an issue of Shares to the holders of Shares credited as fully paid up by way of capitalisation of profits or reserves (other than Shares issued in lieu of a cash dividend); and a “"Capitalisation Distribution” " means any distribution of assets to the holders of Shares in specie; and