CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. Notwithstanding anything to the contrary provided in Section 9.2 above, each of CSN and the New Investor undertakes to vote in favor of, and cause to be taken the necessary steps to, effect the downstream merger of the New Investor with and into the Company ("Downstream Merger"), in which the Company will be the surviving entity. The Parties hereby acknowledge and agree that the Downstream Merger shall take place as soon as reasonably practicable, following the date that a notice in this regard is delivered by the New Investor to the Company and CSN. Each of CSN and the New Investor undertakes to cooperate and endeavor its best efforts to consummate the Downstream Merger as soon as reasonably possible following the referred notice from the New Investor. Upon the consummation of the Downstream Merger, the Japanese SPC and Posco shall become Parties to this Shareholders’ Agreement as successors 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. The Downstream 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. 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. 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. 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. 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. 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. Following the MRS Shares Contribution, the purchase of the Acquired Shares (and applicable adjustments) and the subscription and payment of the New Shares (and applicable adjustments as mentioned below), the Shares shall represent 40% (forty percent) of the voting and total capital of the Company and the shareholding of the Company shall be as follows: (i) Seller shall hold a number of issued and outstanding common shares of the Company representing 60% (sixty percent) of its voting and total capital stock (including shares transferred to the members of the Board of Directors appointed by Seller) and (ii) Buyer shall hold a number of issued and outstanding common shares of the Company, representing 40% (forty percent) of its total and voting capital stock (including shares to be transferred to the members of the Board of Directors to be appointed by Buyer).
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.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. Independent Auditors" means KPMG, PricewaterhouseCoopers or any other international independent accounting firm chosen by consent of the Parties.
CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.
