CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 9.4.3 In case the Downstream Merger is not consummated by December 31, 2008, each of CSN and the New Investor undertakes to vote in favor of, and cause to be taken the necessary steps to, effect an upstream merger, rather than Downstream Merger, in which the Company will be merged into the New Investor, so that the New Investor will be the surviving entity ("Upstream Merger"). Upon the consummation of the Upstream Merger as described herein, (i) any reference to Company shall take into consideration the Company as merged into the New Investor and, as a result, this Shareholders’ Agreement will remain in force in respect of the shares issued by the New Investor, as successor of the Company hereunder, and (ii) the Japanese SPC and Posco shall become Parties to this Shareholders’ Agreement, as direct shareholders of the New Investor, provided, however, that the Japanese SPC and Posco shall be considered as one single Party for any and all purposes of this Shareholders’ Agreement. For the avoidance of doubt, upon the Upstream Merger the Japanese SPC and Posco shall, jointly, as one single party, be assignees of the New Investor hereunder. The Upstream Merger shall not in any way result in changes to the current percentage of capital stock of the Company held by each of the Parties.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 2.4 Unless such act is carried out with the prior written consent of all Parties, no Party shall be permitted to create a Lien, directly or indirectly, on its Shares to secure any of its obligations or those of any third party.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 7.8 Each Party shall, for the purposes of article 146 of Law N. 6,404, of December 15, 1976, as amended, transfer 1 (one) Share to each of the members of the Board of Directors appointed by such Party. A right of usufruct shall be constituted on such Shares to the benefit of the transferring Party, which shall have the right to repurchase the Shares. For the purposes of this Shareholders' Agreement, the Shares transferred to the members of the Board of Directors under the terms of this Section 7.8 shall be considered as shares held by the transferring Party.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 16.2 CSN hereby agrees that it shall not enter, directly or indirectly, into any agreements, arrangements or transactions in connection with purchases of iron ore ("Iron Ore Purchases"), except and to the extent that such Iron Ore Purchases do not impact or otherwise cause a reduction in the estimated Iron Ore Purchases of the Company, pursuant to the projections included in Exhibit 1.1 attached hereto. For the purposes of clarification, but without limiting the generality of the foregoing, Iron Ore Purchases by CSN will not impact or otherwise reduce the estimated Iron Ore Purchases of the Company provided that the Company has the ability to make Iron Ore Purchases in a volume equal to, at least, [•] up and until [•] and [•] thereafter.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 19.11 Any dispute, controversy or claim arising out of or relating to this Shareholders' Agreement ("Dispute") will be solved by arbitration, in accordance with the following provisions:
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. (b) After the receipt by Seller of the Deposit Notice and in any event within 3 (three) Business Days after such Deposit Notice, Seller shall, on behalf of the Buyer and at the cost and expense of Buyer (including any applicable Tax and banking fees), cause the conversion of the Deposited Amount into Reais through a first tier financial institution in Brazil selected by Seller and approved by Buyer, at such applicable conversion rate in effect and transfer, on behalf of the Buyer, the converted Reais into the Reais account of the Buyer held at a Bank in Brazil, as designated by Buyer, provided, however, that such approval of Buyer shall not be unreasonably withheld. The aggregate of all such converted Reais amount shall be the "Converted Amount". Seller shall notify in writing Buyer once all of the conversion has been completed (the "Conversion Notice"). The Closing shall be held on the date that is 2 (two) Business Days after the receipt of the Conversion Notice.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 2.5.1 For the purposes of this Shareholders' Agreement, "
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 2.9 Notwithstanding anything to the contrary set forth in this Shareholders’ Agreement, (a) CSN acknowledges and agrees that except for Related Party Permitted Transfer, it shall not make any Direct Transfer and/or Indirect Transfer of all or part of its Shares until the earlier of (i) December 31st, 2014; or (ii) the completion of the construction of the second Pellet Plant by the Company (as contemplated in Exhibit 1.1) without the prior written consent of the New Investor; and (b) while CSN, directly or indirectly, is a shareholder of the Company, the New Investor agrees that it shall not make any Direct Transfer and/or Indirect Transfer of all or part of its Shares to Companhia Vale do Rio Doce (or any of its direct or indirect Controlled companies) or Banco Bradesco S.A. (or any of its direct or indirect Controlled or Controlling companies) at any time during the term of this Shareholders’ Agreement without prior written consent of CSN.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 3.3 If the Notified Party exercises the right of first refusal as per this Section III, it shall acquire all, but not less than all, of the Shares owned by the Notifying Party, on the same price and terms and conditions set forth in the RoFR Notice.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. Tag Along Shareholder may carry out the sale of all of its Shares on the same conditions as set forth in the notice referred to in Section 4.2 above.
