Common use of Ring Fencing Clause in Contracts

Ring Fencing. No Obligor shall (and the Borrower shall ensure that no other Group Member will) sell, lease, license, transfer or otherwise dispose of any cash or any other assets (including any Equity Interests) to, provide or make available any loan, credit or Financial Indebtedness to or in favour of, or declare or make any Distribution to or in favour of, or grant any guarantee, indemnity, Security or Quasi-Security to or for the benefit of the obligations of, or otherwise invest in, or enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction with, or issue any Equity Interest in favour of (each a “Restricted Activity”): (a) any member of the Corporate Venture Capital Fund Group; and (b) any Group Member any of the shares or Equity Interests in which are listed on any stock or securities exchange or market and any Subsidiary of such Group Member (each, a “Listed Group”) (each of (A) the Corporate Venture Capital Fund Group, (B) any Listed Group and (C) (with effect from the commencement of the WXAT Share Reorganisation (as defined in Schedule 14 (Permitted Restructuring))) the WXAT Group (as defined in Schedule 14 (Permitted Restructuring)), a “Ring-fenced Group”), other than: (i) in the case of the Corporate Venture Capital Fund Group, the investment contemplated by paragraph (k) of the definition of “Permitted Acquisition” and paragraph (b) of the definition of “Permitted Joint Venture Investment”; (ii) any such Restricted Activity by any member of any Ring-fenced Group in favour of any other member of such Ring-fenced Group that is otherwise permitted under this Agreement; and (iii) any Distribution by any member of any Ring-fenced Group to or in favour of any Group Member (that is not a member of any Ring-fenced Group) that is otherwise permitted under this Agreement.

Ring Fencing. No Obligor shall (and the Borrower shall ensure that no other Relevant Obligor, Holdco Group Member or Group Member will) sell, lease, license, transfer or otherwise dispose of any cash or any other assets (including any Equity Interests) to, provide or make available any loan, credit or Financial Indebtedness to or in favour favor of, or declare or make any Distribution to or in favour favor of, or grant any guarantee, indemnity, Security or Quasi-Security to or for the benefit of the obligations of, or otherwise invest in, or enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction with, or issue any Equity Interest in favour favor of (each a “Restricted Activity”): (a) any member of the Corporate Venture Capital Fund Group; and (b) any Group Member any of the shares or Equity Interests in which are listed on any stock or securities exchange or market and any Subsidiary of such Group Member (each, a “Listed Group”) (each of (A) the Corporate Venture Capital Fund Group, (B) any Listed Group and (C) (with effect from the commencement of the WXAT Share Reorganisation (as defined in Schedule 14 (Permitted Restructuring))) the WXAT Group (as defined in Schedule 14 (Permitted Restructuring)), a “Ring-fenced Group”), other than: (i) in the case of the Corporate Venture Capital Fund Group, the investment contemplated by paragraph (k) of the definition of “Permitted Acquisition” and paragraph (bI)(b) of the definition of “Permitted Joint Venture Investment”; (ii) any such Restricted Activity by any member of any Ring-fenced Group in favour favor of any other member of such Ring-fenced Group that is otherwise permitted under this Agreement; and (iii) any Distribution by any member of any Ring-fenced Group to or in favour favor of any Relevant Obligor, Holdco Group Member or Group Member (that is is, in each case, not a member of any Ring-fenced Group) that is otherwise permitted under this Agreement.