Common use of Ongoing Obligations Clause in Contracts

Ongoing Obligations. 4.1 On and from the date of this Deed until and including the first to occur of (i) the Option Closing Date; or (ii) the Shareholder ceasing to hold any of the Relevant Shares in accordance with this Deed, save with the prior written consent of CWC Inc.: (A) the Shareholder shall not Dispose of its interests in the shares of Carve-out Holdco or any of them or grant (or permit to arise) any Encumbrance over any Carve-out Holdco Shares held by the Shareholder, and shall use its respective reasonable endeavours to procure that Carve-out Holdco shall not Dispose of its interests in the shares of CWC New Cayman Limited or any of them or grant (or permit to arise) any Encumbrance over any CWC New Cayman Limited shares; (B) the Shareholder shall use its respective reasonable endeavours, in its capacity as a shareholder in Carve-out Holdco only, to procure that: (i) no amendment is made to the constitutional documents of Carve-out Holdco (including any change to the terms (including class rights) of the shares in Carve-out Holdco); (ii) Carve-out Holdco is maintained as an SPV and takes no actions save: (a) as are necessary to undertake its function as the holding company of CWC New Cayman Limited; (b) as are necessary to comply with its obligation in sub-paragraph 4.1(C) below; or (c) otherwise with the prior consent of CWC Inc.; (iii) Carve-out Holdco remains as sole shareholder of CWC New Cayman Limited and that none of the shares in CWC New Cayman Limited are sold; (iv) CWC New Cayman Limited does not dispose of any of its assets; (v) Carve-out Holdco does not declare, authorise, make, undertake or pay any dividend (in cash or in specie) or other distribution or any reduction of capital; (vi) Carve-out Holdco does not: (a) allot or agree to allot any shares or other securities in Carve-out Holdco; (b) create, allot, issue or grant any option over, right to subscribe or purchase any share or loan capital or other securities in Carve-out Holdco; or (c) repurchase, redeem or agree to repurchase or redeem any shares or other securities in Carve- out Holdco; (vii) no proceeding for the voluntary dissolution, winding-up or bankruptcy of Carve-out Holdco is commenced; (viii) no new appointment is made to, or resignation accepted from, the board of directors of Carve-out Holdco; (ix) no change is made to the registered office or tax residency of Carve-out Holdco; and (x) Carve-out Holdco and CWC New Cayman Limited comply with the provisions of the Share Purchase Agreement, the Repatriation SPA and the MSA; (C) the Shareholder will exercise ultimate control, direction and oversight of CWC New Cayman Limited in connection with its FCC-regulated operations, and will not take any steps or actions, in its capacity as a shareholder in Carve-out Holdco only, that could prevent or restrict CWC New Cayman Limited from maintaining the Carve-out Assets in full force and effect; (D) the Shareholder will not carry out any steps with respect to Carve-out Holdco or CWC New Cayman Limited that could prevent or hinder the activities of Carve- out Holdco or CWC New Cayman Limited, or their financial position.

Ongoing Obligations. 4.1 On and from the date of this Deed until and including the first to occur of (i) the Option Closing Date; or (ii) the Shareholder ceasing to hold any of the Relevant Shares in accordance with this Deed, save with the prior written consent of CWC Inc.: (A) the Shareholder shall not Dispose of its interests in the shares of Carve-out Holdco or any of them or grant (or permit to arise) any Encumbrance over any Carve-out Holdco Shares held by the Shareholder, and shall use its respective reasonable endeavours to procure that Carve-out Holdco shall not Dispose of its interests in the shares of CWC New Cayman Limited or any of them or grant (or permit to arise) any Encumbrance over any CWC New Cayman Limited shares; (B) the Shareholder shall use its respective reasonable endeavours, in its capacity as a shareholder in Carve-out Holdco only, to procure that: (i) no amendment is made to the constitutional documents of Carve-out Holdco (including any change to the terms (including class rights) of the shares in Carve-out Holdco); (ii) Carve-out Holdco is maintained as an SPV and takes no actions save: (a) as are necessary to undertake its function as the holding company of CWC New Cayman Limited; (b) as are necessary to comply with its obligation in sub-paragraph 4.1(C) below; or (c) otherwise with the prior consent of CWC Inc.; (iii) Carve-out Holdco remains as sole shareholder of CWC New Cayman Limited and that none of the shares in CWC New Cayman Limited are sold; (iv) CWC New Cayman Limited does not dispose of any of its assets; (v) Carve-out Holdco does not declare, authorise, make, undertake or pay any dividend (in cash or in specie) or other distribution or any reduction of capital; (vi) Carve-out Holdco does not: (a) allot or agree to allot any shares or other securities in Carve-out Holdco; (b) create, allot, issue or grant any option over, right to subscribe or purchase any share or loan capital or other securities in Carve-out Holdco; or (c) repurchase, redeem or agree to repurchase or redeem any shares or other securities in Carve- out Holdco; (vii) no proceeding for the voluntary dissolution, winding-up or bankruptcy of Carve-out Holdco is commenced; (viii) no new appointment is made to, or resignation accepted from, the board of directors of Carve-out HoldcoXxxxxx; (ix) no change is made to the registered office or tax residency of Carve-out Holdco; and (x) Carve-out Holdco and CWC New Cayman Limited comply with the provisions of the Share Purchase Agreement, the Repatriation SPA and the MSA; (C) the Shareholder will exercise ultimate control, direction and oversight of CWC New Cayman Limited in connection with its FCC-regulated operations, and will not take any steps or actions, in its capacity as a shareholder in Carve-out Holdco only, that could prevent or restrict CWC New Cayman Limited from maintaining the Carve-out Assets in full force and effect; (D) the Shareholder will not carry out any steps with respect to Carve-out Holdco or CWC New Cayman Limited that could prevent or hinder the activities of Carve- out Holdco or CWC New Cayman Limited, or their financial position.