Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange, if applicable. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right to subscribe for additional CPOs or to receive other property which any person in whose name the CPOs are or have been recorded may thereafter receive upon or in respect of such deposited CPOs, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, but is not obligated to, require an opinion of recognized counsel in the United States upon which the Depositary may rely, in determining whether or not any CPOs are Restricted Securities. The Depositary will comply with reasonable written instructions of the Company not to accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with U.S. securities laws. At the request and risk and expense of any person proposing to deposit CPOs, and for the account of such person, the Depositary may receive certificates for CPOs to be deposited, together with the othe...
Deposit of CPOs. The Company and the Depositary hereby agree that the CPOs, each CPO representing (i) economic interests in two (2) Series A Shares, and (ii) one (1) Series B Share (collectively, the “Shares”) held in the CPO Trust (the "CPOs"), that may be delivered upon conversion of the Notes may be deposited with the Custodian under the ADS Deposit Agreement, in accordance with the terms hereof and thereof. The Company hereby confirms that (x) the CPOs, and the Shares contained in the CPOs, to be deposited with the Custodian upon conversion of the Notes (i) will be duly authorized, and will be validly issued, fully paid and non-assessable, (ii) will rank pari passu in all respects, and will be fully fungible, with the CPOs, then on deposit with the Custodian under the ADS Deposit Agreement, and the Shares contained in the CPOs, as applicable, (iii) will be legally issued and deposited by the Company and will not be stripped of any rights or entitlements by the Company prior to or upon deposit with the Custodian, (iv) will be free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) except in the circumstances contemplated in paragraph (3) below, are not “Restricted Securities” (as defined in the ADS Deposit Agreement), and (y) all pre-emptive rights (and any similar rights) with respect to the CPOs to be deposited, and the Shares contained in the CPOs, with the Custodian upon conversion of the Notes will be validly waived or exercised.
Deposit of CPOs. SECTION 2.03
